Vested Continuation Options Sample Clauses

Vested Continuation Options. Each Vested Continuation Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be terminated and cancelled at the Effective Time such that the holder thereof shall have no further rights with respect to such Vested Continuation Option except for the rights to the cash amounts described in this Section 2.08(a)(i), and such Vested Continuation Option shall not be assumed by Parent. Upon cancellation thereof, each Vested Continuation Option shall be converted into and represent the right to receive, without interest, with respect to each Continuation Share underlying such Vested Continuation Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such Vested Continuation Option, payable in accordance with Section 2.09. The amount of cash each such holder is entitled to receive for such Vested Continuation Option shall be rounded down to the nearest cent and will be reduced by any applicable payroll, income or other withholding Taxes. Any Vested Continuation Option outstanding immediately prior to the Effective Time that has a per-share exercise price equal to or exceeding the Merger Consideration shall be cancelled and extinguished without any conversion thereof or payment of any cash or other property, consideration or further rights therefor.