Common use of Effect on Capital Stock and Options Clause in Contracts

Effect on Capital Stock and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Stock or the holder of any shares of capital stock of Merger Sub: (a) Each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation; (b) Each share of Stock which is issued and outstanding immediately prior to the Effective Time (subject to Section 2.1(c)) shall be converted into the right to receive the Per Share Merger Consideration subject to the provisions of Section 2.3; (c) Each share of Stock that is owned by the Company shall be canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor; and (i) Each outstanding and vested option or other Right to purchase Stock (each, an "Option" and collectively, "Options") under the Company's Stock Option Plan, the holder of which shall have entered into an option cancellation agreement ("Option Cancellation Agreement") substantially in the form of Exhibit C-1, shall be canceled in accordance with the terms of such Option Cancellation Agreement in exchange for the right to receive from Purchaser on behalf of the Surviving Corporation on the first business day after the Effective Time ("First Business Day") an amount in cash (subject to reduction for any applicable withholding Taxes) equal to the Option Value;