Common use of Options; Warrants Clause in Contracts

Options; Warrants. (a) Immediately prior to the Effective Time, the Company shall take all actions reasonably necessary so that all Company Stock Options and Warrants to purchase shares of Company Common Stock outstanding on the date hereof under any Option Plan or Warrant Agreement, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at the Effective Time, each Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount equal to the excess, if any, of (i) the Per Share Amount over (ii) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreements, or pursuant to the terms of any Company Stock Option or Warrant granted thereunder, and take all such other reasonable lawful action as may be necessary to give effect to the transactions contemplated by this Agreement, including the amendment, modification or termination of such Option Plans and Warrant Agreements in order to permit the transactions contemplated by this Agreement.

Options; Warrants. (a) Immediately At the Effective Time, the Company Incentive Plan and each of the outstanding Company Options, whether vested or unvested, shall cease to represent the right to purchase Company Common Stock and shall be assumed or exchanged by the SPAC in accordance with the terms of this Section 2.7(a). (i) At the Effective Time, each Company Option that is an incentive stock option (as defined in Section 422 of the Code) (an “Assumed Option”), whether vested or unvested, shall be assumed by the SPAC and become an option to purchase a number of shares of SPAC Subordinate Voting Shares. Each Assumed Option shall continue to have, and be subject to, the terms and conditions as were applicable to such Assumed Option immediately prior to the Effective Time (including applicable vesting, expiration and forfeiture provisions), subject to the following adjustments: (i) each such Assumed Option shall be exercisable for the number of SPAC Subordinate Voting Shares determined by multiplying (A) the number of shares of Company Stock that were issuable upon exercise of such Assumed Option immediately prior to the Effective Time by (B) the Option Conversion Ratio, with the result rounded down to the nearest whole number of SPAC Subordinate Voting Shares, and (ii) the per share exercise price for shares of SPAC Subordinate Voting Shares issuable upon the exercise of such Assumed Option shall be equal to (x) the exercise price per share of Company Stock at which such Assumed Option was exercisable immediately prior to the Effective Time divided by (y) the Option Conversion Ratio, with the result rounded up to the nearest whole cent. Consistent with the terms of the Company Incentive Plan and the documents governing the outstanding Assumed Options under such Plan, the Transaction will not terminate any of the outstanding Assumed Options. It is the intention of the Parties that the Assumed Options qualify, to the maximum extent permissible, following the Effective Time as incentive stock options as defined in Section 422 of the Code. Within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17, the SPAC shall issue to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Assumed Option a document in form and substance satisfactory to Sellers’ Representative evidencing the foregoing assumption of such Assumed Option by the SPAC. At or prior to the Effective Time, the Company SPAC shall take take, or cause to be taken, all actions reasonably corporate action necessary so that all Company Stock Options and Warrants to purchase reserve for issuance a sufficient number of shares of Company Common Stock outstanding on SPAC Subordinate Voting Shares for delivery of Assumed Options assigned to and assumed by it in accordance with, or otherwise to give effect to the date hereof under any Option Plan or Warrant Agreementprovisions of, as the case may be, shall become fully vested and exercisable this Section 2.7(a)(i). (whether or not currently exercisableii) and, at At the Effective Time, each vested Company Option that is not an incentive stock option (as defined in Section 422 of the Code) (a “Vested Exchanged Option”) shall be cancelled, extinguished, and represent only the right to receive a number of Buyer Exchangeable Shares equal to (i) (A) the number of shares of Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock were issuable upon the exercise of such Company Stock Vested Exchanged Option or Warrant, as immediately prior to the case may be, entitled to a cash payment Effective Time multiplied by the Surviving Corporation in an amount equal to (B) the excess, if any, of (ix) the value of the Per Share Amount Closing Merger Consideration over (iiy) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Vested Exchanged Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior immediately prior to the Effective Time, divided by (ii) $10.00. Such number of Buyer Exchangeable Shares shall be subject to an award agreement to be delivered to the holder of such Vested Exchanged Option within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17. Such award agreement shall provide for delivery of such Buyer Exchangeable Shares to such holder on the three (3)-year anniversary of the Closing. (iii) At the Effective Time, each unvested Company Option that is not an incentive stock option (as defined in Section 422 of the Code) (an “Unvested Exchanged Option”) shall take all reasonable actions be cancelled, extinguished, and converted into a restricted unit of Buyer Exchangeable Shares (a “RSU”). The number of Buyer Exchangeable Shares underlying an RSU issued with respect to an Unvested Exchanged Option shall be equal to (i) (A) the number of shares of Company Stock that are were issuable upon exercise of such Unvested Exchanged Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x) the value of the Per Share Closing Merger Consideration over (y) the per share exercise price of such Unvested Exchanged Option immediately prior to the Effective Time, divided by (ii) $10.00. The vesting schedule applicable to each such RSU shall continue to be the vesting schedule applicable to the Unvested Exchanged Option immediately prior to the Effective Time; provided that any monthly vesting shall be amended to provide for annual vesting on each anniversary of the grant date (e.g., if a Company Option was granted on January 1, 2020 for 480 shares and provided for vesting in equal monthly installments over a four-year period, and the Closing occurred on April 30, 2021, of the 330 unvested shares as of the Closing Date, 90 shares would vest on January 1, 2022, 120 shares would vest on January 1, 2023, and the remaining 120 shares would vest on January 1, 2024). Within five (5) Business Days following the final determination of the Closing Working Capital Statement pursuant to Section 2.17, the SPAC shall issue to each Person who, immediately prior to the Effective Time, was a holder of an outstanding Unvested Exchanged Option such documentation, in form and substance satisfactory to Sellers’ Representative, as is necessary or appropriate advisable to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting evidence the foregoing sentence, exchange of such Unvested Exchanged Option. At or prior to the Effective Time, the Company SPAC shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreementstake, or pursuant cause to the terms of any Company Stock Option or Warrant granted thereunderbe taken, and take all such other reasonable lawful corporate action as may be necessary to give effect to the transactions contemplated by provisions of this AgreementSection 2.7(a)(iii). (b) At the Effective Time, including each outstanding and unexercised PEF Warrant shall be cancelled, extinguished and converted automatically into a warrant to purchase a number of SPAC Subordinate Voting Shares equal to (i) the amendment, modification or termination number of shares of Company Stock that were issuable upon exercise of such Option Plans and PEF Warrant Agreements in order immediately prior to permit the transactions contemplated Effective Time divided by this Agreement(ii) 7.

Options; Warrants. (a) Immediately The Company shall amend (i) ATC Group Services Inc. 1988 Incentive and Non-Statutory Stock Option Plan, (ii) ATC Group Services Inc. 1993 Incentive and Non-Statutory Stock Option Plan, (iii) ATC Group Services Inc. 1995 Nonqualified Stock Option Plan, and any other program pursuant to which there are holders of options (the "Options") to purchase Shares granted by the Company 22 (b) The Company shall provide notice to participants in the Stock Option Plans and other holders of Options to purchase Shares granted by the Company that the Company proposes to merge into another corporation; that the Optionee under the plans or program may exercise his Options in full for all shares not theretofore purchased by him prior to the Effective Time; and that the plans and program have been amended to provide that to the extent an optionee does not exercise such Options prior to the Effective Time, the Company optionee shall take all actions reasonably necessary so that all Company Stock Options and Warrants receive, in settlement of each Option held by the optionee, a "Cash Amount" (less any applicable withholding taxes) with respect to purchase shares the number of Company Common Stock outstanding on previously unexercised Shares underlying the date hereof under any Option Plan or Warrant Agreement, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at immediately prior to the Effective Time; that each Option shall terminate as of the Effective Time; and that the Cash Amount payable for each Option shall equal the product of (i) the Merger Consideration minus the exercise price per Share of each such Option and (ii) the number of previously unexercised Shares covered by each such Option. (c) Except as may be otherwise agreed to by Parent or Sub and the Company, each Company the Company's Stock Option Plans shall terminate as of the Effective Time and each Warrant not theretofore exercised shall be canceledthe provisions in any other plan, together with program or arrangement providing for the issuance or grant of any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares interest in respect of the capital stock or other securities of the Company or any of its Subsidiaries, or Subsidiaries shall be deleted as of the Effective Time. (d) The Company shall use its commercially reasonable efforts so that following the Effective Time no holder of employee stock options will have any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities receive Shares upon exercise of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject an employee stock option. (e) Pursuant to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount equal to the excess, if any, terms of (i) the Per Share Amount over warrant agreement, dated October 15, 1990, relating to 568,207 Class C Redeemable Common Stock Purchase Warrants, (ii) warrant agreements relating to 490,500 warrants issued pursuant to the merger between the Company and Aurora Environmental Inc. and (iii) the consulting agreement, dated March 14, 1997, relating to 35,000 warrants issued to First Montauk Securities Corp., the Company has issued warrants (collectively, the "Warrants") to certain persons. The holders of the Warrants shall be entitled either to exercise their Warrants for Shares in accordance with the applicable agreement under which such Warrants were issued and tender such Shares in the Offer or upon execution and delivery to the Company of a cancellation agreement in form and substance reasonably satisfactory to the Company, to receive from the Company at the Effective Time a Cash Amount equal to the product of (i) the Merger Consideration minus the exercise price per share of Company Common Stock issuable upon each such Warrant and (ii) the exercise number of unexercised Shares covered by each such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the extent required by the terms of the applicable Option Plans and Warrant Agreements, or pursuant to the terms of any Company Stock Option or Warrant granted thereunder, and take all such other reasonable lawful action as may be necessary to give effect to the transactions contemplated by this Agreement, including the amendment, modification or termination of such Option Plans and Warrant Agreements in order to permit the transactions contemplated by this Agreement.