Common use of Assumed Company Options Clause in Contracts

Assumed Company Options. Each Company Option that is outstanding as of immediately prior to the Effective Time 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”) will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a nonqualified stock option or (y) converted into a nonqualified stock option granted pursuant to the Parent Stock Plan (in each case, with the terms and conditions relating to vesting and exercisability to remain the same 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 Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time (determined based on target performance levels) multiplied by (ii) the Exchange Ratio, at an exercise price per share of Parent 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 the Code. If the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such Assumed Company Option will be rounded down to the nearest whole number of shares. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Options shall be subject to all of the terms 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 will be settled in accordance with Section 2.8(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 Company Option that is outstanding as of immediately prior to the Effective Time that is not a Surrendered Company Option and that Time, has an exercise price per share of Company Common Stock that is less than the Merger Consideration and is not a Surrendered Company Option (each, an “Assumed Company Option”) ), will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a nonqualified stock an option to acquire, or (y) converted into a nonqualified stock an option granted pursuant to Parent’s 2001 Stock Plan, as amended and restated (the “Parent Stock Plan (Plan”), to acquire, in each case, on the same material terms and conditions as were applicable to such Assumed Company Option immediately prior to the 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 exercisability to remain the same with respect to Company Options subject to time-based vestingmanner of payment and exercise, and with respect post-termination exercise periods, to Company Options subject the extent administratively practicable, 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 periodbe no less favorable, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Plans and award agreements thereunder), in respect of a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time (determined based on target performance levels) multiplied by (ii) the Stock Award Exchange Ratio, at an exercise price per share of Parent 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 Code. If per share exercise price for the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such Assumed Company Option will be rounded down as of immediately prior to the nearest whole number of sharesEffective Time divided by (B) the Stock Award Exchange Ratio. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Options shall be subject to all of the terms 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 sentence. The exercise price per share of this Parent Common Stock subject to any such Assumed Company Option will be determined in a manner consistent with the preceding and the requirements of Section 2.8(c)(i)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 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 will be settled in accordance with Section 2.8(a), but with the vesting of such Company Options will be fully accelerated prior to such treatment, except . Each Company Option that the applicable settlement date may be delayed is (x) outstanding as of immediately prior to the extent required by Section 409A of the Code. For the avoidance of doubtEffective Time, in the event that the (y) has an exercise price per share under any Company Option that is equal to or greater than the Merger Consideration, such Consideration and (z) is not a Surrendered 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 to purchase Company Option 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 that and 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”) will, and together with the Surrendered Company Options, the “Company Options”), as of the First Effective Time, be, as determined by Parent, (x) shall be assumed by Parent and converted into a nonqualified stock an option or (y) converted into a nonqualified stock option granted pursuant to acquire, on substantially the same terms and conditions as were applicable to such Assumed Company Option immediately prior to the Parent Stock Plan First Effective Time (in each case, with the terms and conditions relating to vesting and exercisability to remain the same 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 periodsame, it being understood that the transactions contemplated by this Agreement constitute a “change in control” for purposes of the Company Stock Share Plans and award agreements thereunder), in respect of a the number of shares of Parent Common Stock Shares equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Company Common Stock Shares 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 Common Stock Share 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 Code. If per share exercise price for the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock Shares subject to such Assumed Company Option will be rounded down as of immediately prior to the nearest whole number First Effective Time divided by (B) the Stock Award Exchange Ratio; provided, however, that the vesting of shareseach 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. As a result of any such conversion provided for in clause (y) above, The exercise price per Parent Share subject to any such Assumed Company Options shall Option will be subject to all determined in a manner consistent with requirements of Section 409A of the terms 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)Code. 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 will shall be settled in accordance with Section 2.8(a2.12(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 Assumed Company Option that is outstanding shall be assumed by Buyer at the Effective Time in accordance with this Section 3.1(b)(ii) (subject to compliance by each Company Optionholder with Section 3.2(d)). Each Assumed Company Option shall continue to have, and be subject to, the same material terms and conditions as of are in effect immediately prior to the Effective Time that is not a Surrendered Company Option (including the applicable time-vesting conditions and that has an exercise price per share of Company Common Stock that is less than the Merger Consideration (each, an “Assumed Company Option”) will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a nonqualified stock option or (y) converted into a nonqualified stock option granted pursuant to the Parent Stock Plan (in each case, with the such other terms and conditions relating to vesting and exercisability to remain forfeiture as are set forth in the same Company Incentive Plan and the applicable award agreement 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 such Assumed Company Options (determined based on target performance levels) that shall vest at Option with the conclusion of the original performance period, it being understood that the transactions contemplated by this Agreement constitute a “change time vesting schedule to apply as set forth in control” for purposes of the Company Stock Plans and award agreements thereunderSection 3.1(b)(iii)), except (x) as provided in respect of a 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 shares of Parent Common Stock whole Buyer Shares equal to the product (rounded down to the nearest next whole sharenumber of Buyer Shares) of (i) the number of shares Units that would have been issuable upon exercise of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time (determined based on target performance levelsassuming, solely for this purpose, that such Assumed Company Option was vested and exercisable immediately prior to the Effective Time) multiplied by (ii) the Option Exchange Ratio, at an and the per share exercise price per share for the Buyer Shares issuable upon exercise of Parent Common Stock such Assumed Company Option shall be equal to the quotient of (rounded up to the next whole cent) obtained by dividing (i) the per share exercise price of such Assumed Company Option, as applicable Option immediately before prior to the Effective Time divided by (ii) the Option Exchange Ratio and (rounded up to the nearest whole centz) and in all cases in a manner intended to comply with Section 409A of the Code. If the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such Assumed Company Option will shall not be rounded down to the nearest whole number of shares. As a result of any such conversion provided for in clause (y) above, any such Assumed Company Options shall be subject to all of the terms 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 eligible to vest within 120 days and become exercisable following the Closing Date as vested Surrendered Company Options, which will be settled in accordance with Section 2.8(a), but the vesting of such Company Options will be fully accelerated prior to such treatment, except that unless and until 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 Optionholder delivers a duly completed and executed 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 effectOptionholder Participation Agreement.

Assumed Company Options. Each At the Effective Time, each Company Option held by a Continuing Employee that is outstanding as of immediately prior to the Effective Time that and is not a Surrendered Cashed-Out Company Option will be assumed by Ultimate Parent and that has an exercise price per share converted automatically at the Effective Time into a stock option covering common shares of Ultimate Parent having, except to the extent required to be modified under applicable Laws, substantially the same terms and conditions as the Company Common Stock that is less than Option, including the Merger Consideration applicable vesting schedule and payment timing as in effect on the date of this Agreement (each, an “Assumed Company Option”) will, as of the Effective Time, be, as determined by Parent, (x) assumed by Parent and converted into a nonqualified stock option or (y) converted into a nonqualified stock option granted pursuant to the Parent Stock Plan (in each case, with the terms and conditions relating to vesting and exercisability to remain the same 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 Stock Plans and award agreements thereunder), in respect of a except that (i) each such Assumed Option will entitle the holder, upon exercise, to that number of whole common shares of Ultimate Parent Common Stock equal to the product (rounded down to the nearest whole share) of (iA) the number of shares of Company Common Stock Shares that were subject to such Assumed Company Option as of immediately prior to the Effective Time (determined based on target performance levels) Time, multiplied by (iiB) a fraction (such ratio, the “Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the volume weighted average price for a common share of Ultimate Parent on Nasdaq, calculated to four decimal places and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, for the ten (10) consecutive trading days ending on the third complete trading day prior to (and excluding) the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the quotient of (i) the exercise price of such Company OptionClosing Date, as applicable immediately before the Effective Time divided reported by (ii) the Exchange Ratio (rounded up to the nearest whole cent) Bloomberg, L.P., and in all cases in a manner intended to comply with Section 409A of the Code. If the foregoing calculation results in an Assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to rounding such Assumed Company Option will be rounded product down to the nearest whole number of shares. As a result common shares of any such conversion provided for in clause (y) aboveUltimate Parent, any such Assumed Company Options shall be subject to all of the terms 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), with an exercise price per share subject to the foregoing sentence of this Section 2.8(c)(i). Notwithstanding the foregoing, prior Assumed Option equal 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 will be settled in accordance with Section 2.8(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 for which the Company Option is equal was exercisable immediately prior 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 divided by the Exchange Ratio, and shall have no further force or effectrounded up to the nearest whole cent and (ii) all references to the “Company” in the applicable Company Equity Plans and the Company Option award agreements will be references to Ultimate Parent.