Existing Options. (a) Prior to the Closing Date, the Company shall take all action necessary, including, without limitation, satisfying any applicable notice requirements, so that each existing option to purchase Company Capital Stock which is outstanding at the Effective Time (each an "Existing Option") that is not then vested and exercisable shall become vested and exercisable. Immediately prior to the Closing Date, the Company shall exchange each Existing Option for, and the holder of each such Existing Option will be entitled to receive, immediately prior to the Closing upon surrender of such Existing Option for cancellation, cash equal to the product of (i) the positive difference, if any, between the Merger Consideration less the exercise price of each such Existing Option, and (ii) the number of shares of Company Capital Stock covered by such Existing Option. (b) The Company shall take all actions reasonably necessary to ensure that from and after the Effective Time the Surviving Corporation will not be bound by any options, warrants, rights or agreements which would entitle any person, other than Parent or Merger Sub, to beneficially own shares of Surviving Corporation or Parent or receive any payments (other than as set forth in this Section 1.9(a)) in respect of such options, warrants, rights or agreements. The Company shall take all actions necessary to terminate each plan with respect to Existing Options as of the Effective Time.
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Sources: Merger Agreement (Career Education Corp), Merger Agreement (Career Education Corp)
Existing Options. (a) Prior to the Closing Date, the Company shall take all action necessary, including, without limitation, satisfying any applicable notice requirements, so that each existing option to purchase Company Capital Stock which is outstanding at the Effective Time (each an "Existing OptionEXISTING OPTION") that is not then vested and exercisable shall become vested and exercisable. Immediately prior to the Closing Date, the Company shall exchange each Existing Option for, and the holder of each such Existing Option will be entitled to receive, immediately prior to the Closing upon surrender of such Existing Option for cancellation, cash equal to the product of (i) the positive difference, if any, between the Merger Consideration less the exercise price of each such Existing Option, and (ii) the number of shares of Company Capital Stock covered by such Existing Option.
(b) The Company shall take all actions reasonably necessary to ensure that from and after the Effective Time the Surviving Corporation will not be bound by any options, warrants, rights or agreements which would entitle any person, other than Parent or Merger Sub, to beneficially own shares of Surviving Corporation or Parent or receive any payments (other than as set forth in this Section 1.9(a)) in respect of such options, warrants, rights or agreements. The Company shall take all actions necessary to terminate each plan with respect to Existing Options as of the Effective Time.
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