Vested Company Options. No Vested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject thereto, subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a release) in a form mutually acceptable to Parent and the Company (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Share Common Consideration for each share of Company Common Stock issuable upon the exercise in full of such Company Option over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), subject to adjustment in accordance with Section 1.6. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.3(c), (x) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.
Vested Company Options. No Vested Company Options shall be assumed or continued by Parent or the Company in connection with the Mergers or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive with respect to each share of Company Common Stock subject thereto, (A) an amount in cash, without interest, equal to (1) the Per Share Unaccredited Cash Amount for each share of Company Common Stock issuable upon the exercise in full of such Vested Company Option, minus (2) an amount in cash equal to the per share exercise price of such Vested Company Option, minus (3) the Per Share Escrow Amount, minus (4) the Per Share Expense Fund Amount, (B) any disbursements of Escrow Cash required to be made from the Escrow Fund with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest in accordance with Section 7.4,(C) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the Post-Closing Excess Amount), without interest, in accordance with Section 1.15(e), and (D) any cash disbursements required to be made from the Expense Fund Account with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 7.6(c). Such payment in respect of any Vested Company Options that are Employee Options shall be made to the holders of Employee Options through Parent’s or the Surviving Entity’s payroll processing system in accordance with standard payroll practices net of applicable Tax withholding and deductions, and such payment in respect of any Vested Company Options that are Non-Employee Options, shall be paid to the Paying Agent for further payment to such the holders of such Non-Employee Options; provided that, as a condition to payment of any amount owed to the holders of Non-Employee Options, each such holder of Non-Employee Options must have first delivered to the Paying Agent or Parent, as applicable, a properly completed Letter of Transmittal and a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, as applicable. For purposes of calculating the aggregate amount of cons...
Vested Company 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 Company Option Consideration”).
Vested Company Options. No Vested Company Options shall be assumed or continued by the Company in connection with the Acquisition or the other Transactions. As of immediately prior to the Closing, each Non-Continuing Employee Accelerated Company Option and each Transition Employee DT Option shall become immediately vested and exercisable in full. At the Closing, each Vested Company Option that is then outstanding shall be cancelled and converted automatically into the right to receive, with respect to each share subject thereto, and subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a customary release of claims against the Company and Purchaser) in a form to be mutually agreed by the Company and Purchaser prior to the Closing Date (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Ordinary Share Consideration for each Company Ordinary Share issuable upon the exercise in full of such Vested Company Option, over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), payable in accordance with Section 2.3(b). For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.2(b)(i), (x) all shares of Company Ordinary Shares issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.
Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative.
Vested Company Options. At the Effective Time, each outstanding Company Option that is vested at the Effective Time, or that vests as a result of the consummation of transactions contemplated by this Agreement (each, a “Vested Company Option”), will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the right to receive an amount (without interest) in cash, equal in value to (A) the total number of shares of Company Common Stock subject to the Vested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock underlying such Vested Company Option, less applicable Taxes required to be withheld with respect to such payment (the “Vested Company Option Consideration”). For the avoidance of doubt, any Vested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Vested Company Option shall remain outstanding, and each former holder of a Vested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company Option Consideration in exchange for such Vested Company Option in accordance with this Section 2.8(c)(i).
Vested Company Options. At the Closing, each Company Option that is outstanding as of immediately prior to the Closing and either (i) vested in accordance with the terms of the applicable Company Equity Plan and award agreement evidencing such Company Option as of immediately prior to the Closing or (ii) subject to accelerated vesting solely as a result of the completion of the Transactions in accordance with the terms thereof, will, without any action on the part of Parent, Buyer, the Company, the holder thereof, or any other Person, be canceled and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (y) the number of Shares subject to such Company Option. Following the date of this Agreement, the Company shall use its reasonable best efforts to obtain any consents of any holders of any Company Option described in clause (i) or (ii) of the preceding sentence necessary to effectuate the treatment of such Company Options as described in this Section 2.03(d).
Vested Company Options. At the Settlement, each Company Option that is outstanding (all of which are currently vested) as of immediately prior to the Settlement shall, without any action on the part of the Buyer, the Company, the holder thereof or any other Person, be cancelled and (consistent with the Company Equity Plans) converted into and shall become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per share exercise price of such Company Option multiplied by (y) the number of Company Shares subject to such Company Option as of immediately prior to the Settlement.
Vested Company Options. At the Closing, each Company Option that is outstanding and vested as of immediately prior to the Closing shall, without any action on the part of Parent, Buyer, the Company, the holder thereof or any other Person, be canceled and (consistent with the Company Equity Plan) converted into and shall become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (y) the number of Shares subject to such Company Option as of immediately prior to the Closing.
Vested Company Options. Each Company Option, whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be terminated and canceled at the Effective Time and shall not be assumed by Acquirer or Merger Sub, and no Company Option shall be substituted with any equivalent option or right to purchase or otherwise acquire any capital stock or other securities of Acquirer or Merger Sub. Upon cancellation thereof, each vested In the Money Option (after giving effect to the acceleration waiver included in the Optionholder Agreement with respect to Company Options held by Continuing Employees) shall be converted into and represent the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, with respect to each share of Company Common Stock underlying such In the Money Option, equal to (i) the Amount Per Share minus (ii) the per share exercise price of such In the Money Option (collectively, the “Option Payments”). The amount of cash each Converting Holder holding vested In the Money Options is entitled to receive pursuant to this Section 1.3(a)(iii) shall be rounded down to the nearest cent and computed after aggregating cash amounts for all vested In the Money Options held by such Converting Holder and the amount of cash will be reduced by any applicable payroll, income tax or other withholding taxes. Upon cancellation thereof, no payment shall be made with respect to any Company Option that is not a vested In the Money Option, and such Company Options shall be canceled at the Effective Time without any consideration therefor.
