Vested Options. Stockholder agrees to exercise, upon written notice from Parent or Purchaser, Stockholder's vested Stock Options upon the earliest date permitted by the relevant Stock Option Plan. All Stockholder's Equity resulting from the exercise of such vested options automatically shall become subject to the Purchase Option that may be exercised by Parent or Purchaser pursuant to the terms of Section 1.02. Nothing herein shall preclude Stockholder from exercising Stockholder's vested Stock Options prior to receipt of notice from Purchaser, and the Stockholder's Equity resulting from such independent exercise automatically shall become subject to the Options which may be exercised by Parent or Purchaser pursuant to the terms of this Agreement.
Vested Options. To the extent that a Spinco Individual is holding an award consisting of an Alltel option that is vested and outstanding as of the Distribution Date, that Spinco Individual shall be treated as experiencing a separation from service from, or otherwise terminating employment with, Alltel. Any such Alltel option shall expire unless it is exercised within the time provided in the option itself.
Vested Options. Each Vested Company Option shall be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Vested Company Option, multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price under such Vested Company Option, subject to any required withholding of Taxes (the “Vested Option Consideration”).
Vested Options. With respect to each Participant, such Participant’s Option(s), or any portion thereof, which have become vested on or before the date such Participant’s Employment is terminated shall, unless otherwise provided in the Participant’s Option Grant Agreement, expire on the earliest of (a) where the Participant is a Bad Leaver, the commencement of business on the date of the Participant’s termination of Employment; and (b) where the Participant is a Good Leaver or Leaver, 30 days after the date the Participant’s Employment is terminated; or (c) the expiration date applicable to such Option specified in Section 4.8. Any Option, or portion thereof, that is vested and is held by a Permitted Transferee shall expire in connection with the Participant’s termination of Employment at the time set forth under Section 4.8 as if the Option were held directly by the Participant, unless otherwise provided in the Participant’s Option Grant Agreement.
Vested Options. Subject to Sections 1.5(d) and 1.8(h), at the Effective Time, each Company Option that is vested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting (including acceleration of vesting) that is contingent upon the completion of the Merger, including, for the avoidance of doubt, with respect to any Company Option that is not a Substitute Option and would otherwise be an Unvested Option but for any acceleration of vesting pursuant to Section 11(b) of the Company Stock Plan or pursuant to the stock option agreement governing the applicable Company Option) (each, a “Vested Option”) shall be cancelled and the holder thereof shall be entitled to receive pursuant to this Section 1.6(a), for such holder’s Company Common Stock subject to such Vested Options, an amount in cash equal to: (i) (A) the Per Share Amount multiplied by the total number of shares of Company Common Stock subject to such Vested Option held by such holder; minus (B) the aggregate purchase price for the exercise of the Vested Option with respect to all shares of Company Common Stock subject to such Vested Option; minus (ii) the Per Share Escrow Amount multiplied by the total number of shares of Company Common Stock subject to such Vested Option held by such holder; minus (iii) the Per Share Expense Fund Amount multiplied by the total number of shares of Company Common Stock subject to such Vested Option held by such holder; plus (iv) any disbursements of cash required to be made from the Escrow Fund or Expense Fund with respect to such Vested Option in accordance with Sections 10.5(g), 10.5(h), 10.5(i) and 11.1 and the terms of the Escrow Agreement (in each case, as applicable), as and when such disbursements are required to be made (it being understood that: (A) if the exercise price payable in respect of a share of Company Common Stock subject to such Vested Option equals or exceeds the Per Share Amount (an “Underwater Vested Option”), then the amount payable hereunder with respect to such Vested Option shall be zero; and (B) once deposited in an account designated by the Securityholders’ Agent, Parent shall have no Liability to any Person in respect of the Expense Fund and each holder of a Vested Option shall look solely to the Securityholders’ Agent with respect to any payments in respect thereof). Each Vested Option, other than any Underwater Vested Option, is referred to in this Agreement as an “Outstanding In-the-Money Vested Option”. P...
Vested Options. The Vested Options shall be converted into (a) vested -------------- options to purchase the number of shares of Class A Common Stock set forth on Schedule 1 with an exercise price per share equal to $1.5762 (the "Vested Class ------------ A Options"), (b) vested options to purchase the number of shares of Class L --------- Common Stock set forth on Schedule 1 with an exercise price per share equal to $364.0909 (the "Vested Class L Options", and together with the Vested Class A ---------------------- Options, the "Vested Replacement Options") and (c) the right to receive a cash -------------------------- payment to be made one day prior to the Closing Date (as defined in the Redemption and Stock Contribution Agreement) in the aggregate amount set forth on Schedule 1.
Vested Options. Termination of Service for any Reason other than for Cause. With respect to those Options which are then exercisable (after taking into account any applicable accelerated or continued vesting treatment), in the event of your termination of service as a Nonemployee Director for any reason other than for Cause, at the Close of Business on the last day of the one-year period beginning on the Service Termination Date; provided, however, that if you die during such period, such Options will terminate at the Close of Business on the last day of the one-year period beginning on the date of your death.
Vested Options. Subject to paragraph (b) below, the Option shall expire, and shall not be exercisable with respect to any vested Units hereunder as to which the Option has not been exercised, on the first to occur of (a) the 10th anniversary of the Award Date or (b) one year after the Participant ceases to be an Employee or consultant of the Company for any reason.