Common use of Assumed Company Options Clause in Contracts

Assumed Company Options. Each option to purchase Company Shares granted under a Company Share Plan and any other compensatory option to purchase Company Shares (excluding any option granted under the ESPP or the Japan ESPP), in each case, that is outstanding as of immediately prior to the First Effective Time and is not a Surrendered Company Option (each, an “Assumed Company Option”, and together with the Surrendered Company Options, the “Company Options”), as of the First Effective Time, shall be assumed by Parent and converted into an option to acquire, on substantially the same terms and conditions as were applicable to such Assumed Company Option immediately prior to the First Effective Time (with the terms and conditions relating to vesting to remain the same, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Share Plans and award agreements thereunder), the number of Parent Shares equal to the product (rounded down to the nearest whole share) of (i) the number of Company Shares subject to such Assumed Company Option as of immediately prior to the First Effective Time multiplied by (ii) the Stock Award Exchange Ratio, at an exercise price per Parent Share equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the Company Shares subject to such Assumed Company Option as of immediately prior to the First Effective Time divided by (B) the Stock Award Exchange Ratio; provided, however, that the vesting of each Assumed Company Option, to the extent then unvested, shall immediately accelerate in full upon the second anniversary of the First Effective Time if the holder of the Assumed Company Option remains employed with Parent and its Subsidiaries (including the Surviving Company) as of the second anniversary of the First Effective Time. The exercise price per Parent Share subject to any such Assumed Company Option will be determined in a manner consistent with requirements of Section 409A of the Code. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Options that would otherwise be Assumed Company Options as Surrendered Company Options, which shall be settled in accordance with Section 2.12(a).

Assumed Company Options. Each option to purchase Company Shares granted under a Company Share Plan and any other compensatory option to purchase Company Shares (excluding any option granted under the ESPP or the Japan ESPP), in each case, Option that is outstanding as of immediately prior to the First Effective Time Time, has an exercise price per share that is less than the Merger Consideration and is not a Surrendered Company Option (each, an “Assumed Company Option”), and together with the Surrendered Company Options, the “Company Options”)will, as of the First Effective Time, shall be be, as determined by Parent, (x) assumed by Parent and converted into an option to acquire, or (y) converted into an option granted pursuant to Parent’s 2001 Stock Plan, as amended and restated (the “Parent Stock Plan”), to acquire, in each case, on substantially the same material terms and conditions as were applicable to such Assumed Company Option immediately prior to the First Effective Time (with the terms of such Assumed Company Option not being economically detrimental to the holder thereof and no adverse change to the vesting schedule and with other terms and conditions relating to vesting method and manner of payment and exercise, and post-termination exercise periods, to remain the sameextent administratively practicable, to be no less favorable, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Share Stock Plans and award agreements thereunder), the a number of shares of Parent Shares Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Shares Common Stock subject to such Assumed Company Option as of immediately prior to the First Effective Time multiplied by (ii) the Stock Award Exchange Ratio, at an exercise price per share of Parent Share Common Stock equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the Company Shares Common Stock subject to such Assumed Company Option as of immediately prior to the First Effective Time divided by (B) the Stock Award Exchange Ratio; provided. As a result of any such conversion provided for in clause (y) above, however, that the vesting of each any such Assumed Company Option, Options shall be subject to the extent then unvested, shall immediately accelerate in full upon the second anniversary all of the First Effective Time if terms and conditions of the holder of Parent Stock Plan and grant agreements for the Assumed Company Option remains employed with Parent Options (rather than the terms and its Subsidiaries (including the Surviving Company) as conditions of the second anniversary of Company Stock Plan and grant agreements under which the First Effective TimeAssumed Company Options were originally issued), subject to the foregoing sentence. The exercise price per share of Parent Share Common Stock subject to any such Assumed Company Option will be determined in a manner consistent with the preceding and the requirements of Section 409A of the Code and, to the extent applicable, Section 424 of the Code. Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all Company Options that would otherwise be Assumed Company Options as vested Surrendered Company Options, which shall will be settled in accordance with Section 2.12(a2.8(a), with the vesting of such Company Options fully accelerated prior to such treatment. Each Company Option that is (x) outstanding as of immediately prior to the Effective Time, (y) has an exercise price per share that is equal to or greater than the Merger Consideration and (z) is not a Surrendered Company Option shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect.

Assumed Company Options. Each option to purchase Company Shares granted under a Company Share Plan and any other compensatory option to purchase Company Shares (excluding any option granted under the ESPP or the Japan ESPP), in each case, Option that is outstanding as of immediately prior to the First Effective Time and that is not a Surrendered Company Option and that has an exercise price per share of Company Common Stock that is less than the Merger Consideration (each, an “Assumed Company Option”, and together with the Surrendered Company Options, the “Company Options”)) will, as of the First Effective Time, shall be be, as determined by Parent, (x) assumed by Parent and converted into an a nonqualified stock option to acquire, on substantially the same terms and conditions as were applicable to such Assumed Company Option immediately prior or (y) converted into a nonqualified stock option granted pursuant to the First Effective Time Parent Stock Plan (in each case, with the terms and conditions relating to vesting and exercisability to remain the samesame with respect to Company Options subject to time-based vesting, and with respect to Company Options subject to performance-based vesting converted into time-based vesting Assumed Company Options (determined based on target performance levels) that shall vest at the conclusion of the original performance period, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Share Stock Plans and award agreements thereunder), the in respect of a number of shares of Parent Shares Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Shares Common Stock subject to such Assumed Company Option as of immediately prior to the First Effective Time (determined based on target performance levels) multiplied by (ii) the Stock Award Exchange Ratio, at an exercise price per share of Parent Share Common Stock equal to the quotient of (i) the exercise price of such Company Option, as applicable immediately before the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent) and in all cases in a manner intended to comply with Section 409A of (A) the per Code. If the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share exercise price for of Parent Common Stock, then the Company Shares number of shares of Parent Common Stock subject to such Assumed Company Option as of immediately prior will be rounded down to the First Effective Time divided by nearest whole number of shares. As a result of any such conversion provided for in clause (By) the Stock Award Exchange Ratio; providedabove, however, that the vesting of each Assumed Company Option, to the extent then unvested, shall immediately accelerate in full upon the second anniversary of the First Effective Time if the holder of the Assumed Company Option remains employed with Parent and its Subsidiaries (including the Surviving Company) as of the second anniversary of the First Effective Time. The exercise price per Parent Share subject to any such Assumed Company Option will Options shall be determined in a manner consistent with requirements of Section 409A subject to all of the Codeterms and conditions of the Parent Stock Plan and grant agreements for the Assumed Company Options (rather than the terms and conditions of the Company Stock Plan and grant agreements under which the Assumed Company Options were originally issued), subject to the foregoing sentence of this Section 2.8(c)(i). Notwithstanding the foregoing, prior to the Closing Date, Parent may elect to treat some or all of the Company Options that would otherwise be Assumed Company Options that are scheduled to vest within 120 days following the Closing Date as vested Surrendered Company Options, which shall will be settled in accordance with Section 2.12(a2.8(a), but the vesting of such Company Options will be fully accelerated prior to such treatment, except that the applicable settlement date may be delayed to the extent required by Section 409A of the Code. For the avoidance of doubt, in the event that the exercise price per share under any Company Option is equal to or greater than the Merger Consideration, such Company Option shall not become an Assumed Company Option and shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect.

Assumed Company Options. Each option Assumed Company Option shall be assumed by Buyer at the Effective Time in accordance with this Section 3.1(b)(ii) (subject to purchase compliance by each Company Shares granted under a Optionholder with Section 3.2(d)). Each Assumed Company Share Plan Option shall continue to have, and any other compensatory option to purchase Company Shares (excluding any option granted under be subject to, the ESPP or the Japan ESPP), same material terms and conditions as are in each case, that is outstanding as of effect immediately prior to the First Effective Time and is not a Surrendered Company Option (each, an “Assumed Company Option”, and together with the Surrendered Company Options, the “Company Options”), as of the First Effective Time, shall be assumed by Parent and converted into an option to acquire, on substantially the same terms and conditions as were applicable to such Assumed Company Option immediately prior to the First Effective Time (with including the applicable time-vesting conditions and such other terms and conditions relating to vesting to remain the same, it being understood that the transactions contemplated by this Agreement constitute a “change and forfeiture as are set forth in control” for purposes of the Company Share Plans Incentive Plan and the applicable award agreements thereunderagreement with respect to such Assumed Company Option with the time vesting schedule to apply as set forth in Section 3.1(b)(iii)), the except (x) as provided in Section 3.1(b)(iii), (y) such Assumed Company Option thereafter shall be or become in accordance with its terms exercisable for that number of Parent whole Buyer Shares equal to the product (rounded down to the nearest next whole sharenumber of Buyer Shares) of (i) the number of Company Shares subject to Units that would have been issuable upon exercise of such Assumed Company Option as of immediately prior to the First Effective Time (assuming, solely for this purpose, that such Assumed Company Option was vested and exercisable immediately prior to the Effective Time) multiplied by (ii) the Stock Award Option Exchange Ratio, at an and the per share exercise price per Parent Share for the Buyer Shares issuable upon exercise of such Assumed Company Option shall be equal to the quotient (rounded up to the nearest next whole cent) of obtained by dividing (Ai) the per share exercise price for the Company Shares subject to of such Assumed Company Option as of immediately prior to the First Effective Time divided by (Bii) the Stock Award Option Exchange Ratio; provided, however, that the vesting of each Assumed Company Option, to the extent then unvested, shall immediately accelerate in full upon the second anniversary of the First Effective Time if the holder of the Assumed Company Option remains employed with Parent Ratio and its Subsidiaries (including the Surviving Companyz) as of the second anniversary of the First Effective Time. The exercise price per Parent Share subject to any such Assumed Company Option will shall not be determined in a manner consistent with requirements of Section 409A of the Code. Notwithstanding the foregoing, prior eligible to vest and become exercisable following the Closing Date, Parent may elect to treat some or all unless and until the applicable Company Options that would otherwise be Assumed Optionholder delivers a duly completed and executed Company Options as Surrendered Company Options, which shall be settled in accordance with Section 2.12(a)Optionholder Participation Agreement.