Common use of Assumed Options Clause in Contracts

Assumed Options. Effective as of the Effective Time, each Company Option (or portion thereof and whether vested or unvested) that is (x) outstanding as of immediately prior to the Effective Time, (y) held by a Continuing Employee, and (z) listed on Schedule 1.6(c)(i)(A) shall be assumed by Parent (“Assumed Options”). Except as otherwise set forth in this Agreement, each Assumed Option pursuant to this Section 1.6(c)(i) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Plan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (1) such Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of the applicable Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (2) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Option was exercisable immediately prior to the Closing Date by the Exchange Ratio, rounded up to the nearest whole cent and (3) the exercisability of such Assumed Option shall be conditioned on the holder of such Assumed Option executing and delivering to Parent a Financing Joinder Agreement in the manner provided in Section 1.7. Notwithstanding anything herein to the contrary, Parent, after consultation with the Company and after undertaking in good faith to resolve any disputes concerning the treatment of the affected Company Options, reserves the right at any time prior to the Effective Time to treat any such Company Option that is being contemplated for assumption under this section as a Terminating Option. Upon making such determination, Parent shall provide notice to the Company as soon as administratively feasible, and such Company Option shall be treated as a Terminating Option under Section 1.6(c)(i)(B) to the extent applicable.

Assumed Options. Effective as of At the Effective Time, each Company Option (or portion thereof and whether vested or unvested) held by a Continuing Employee that is (x) unexpired, unexercised and outstanding as of immediately prior to the Effective Time, (y) held by a Continuing Employeewhether vested or unvested, shall, on the terms and (z) listed on Schedule 1.6(c)(i)(A) shall be assumed by Parent (“Assumed Options”). Except as otherwise subject to the conditions set forth in this Agreement, each be assumed by Acquirer. Each such Company Option so assumed by Acquirer under this Agreement (the “Assumed Option pursuant to this Section 1.6(c)(iOptions”) shall continue to have, and be subject to, the same terms and conditions (including including, if applicable, the vesting terms) arrangements and other terms and conditions set forth in the applicable Company Option Plan and the applicable stock option agreements relating thereto, agreement) as are in effect immediately prior to the Effective Time, except that (1i) such Assumed Option shall be exercisable for that number of whole shares of Parent Acquirer Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of the applicable Company Option such option immediately prior to the Effective Time multiplied by and the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, Ratio and (2ii) the per share exercise price for the shares of Parent Acquirer Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Assumed Option was exercisable immediately prior to the Closing Date Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent and (3) the exercisability . Except for any acceleration of such Assumed Option shall be conditioned on the holder Company Options contemplated under that certain agreement listed in paragraph 2 of such Assumed Option executing and delivering to Parent a Financing Joinder Agreement in the manner provided in Section 1.7. Notwithstanding anything herein to the contrary, Parent, after consultation with Schedule 2.2(d)-2 of the Company and after undertaking in good faith to resolve any disputes concerning the treatment Disclosure Letter, no acceleration of the affected vesting of any Company OptionsOptions shall occur by reason of the Merger or any subsequent event. To the extent permitted under applicable Legal Requirements, reserves the right at any time all Assumed Options that prior to the Effective Time were treated as incentive or non-qualified stock options under the Code shall from and after the Effective Time continue to treat any such Company Option that is being contemplated for assumption under this section as a Terminating Option. Upon making such determination, Parent shall provide notice to the Company as soon as administratively feasible, and such Company Option shall be treated as incentive or non-qualified stock options, respectively, under the Code. As soon as reasonably practicable, but in any event within 30 Business Days, after the Closing Date, Acquirer shall issue to each Continuing Employee who immediately prior to the Effective Time was a Terminating holder of an outstanding Company Option under Section 1.6(c)(i)(B) to the extent applicableCompany Option Plans a document evidencing the foregoing assumption of such option by Acquirer.

Assumed Options. Effective as of At the Effective Time, each Company issued and outstanding Effective Time Option (or portion thereof and whether vested or unvested) that is (x) outstanding as of immediately prior to the Effective Time, (y) held by a Continuing EmployeeEmployee with a per share exercise price less than the Per Share Common Consideration (each such Option, and (za “Continuing Employee Option”) listed on Schedule 1.6(c)(i)(A) shall will be assumed by Parent (“Assumed Options”). Except as otherwise set forth in this Agreement, each Assumed Option pursuant and converted into an option to this Section 1.6(c)(i) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the applicable Plan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (1) such Assumed Option shall be exercisable for acquire that number of whole shares of Parent Common Stock equal to the product of (x) the number of shares of Company Common Stock that were issuable upon exercise of the applicable Company subject to such Continuing Employee Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number share (each, an “Assumed Option”). Each Assumed Option will otherwise be subject to the same terms and conditions (including as to vesting, exercisability, and, for the avoidance of shares doubt, taking into account (i) any acceleration of Parent Common Stocksuch Options as of immediately prior to the Effective Time and (ii) the impact of the Merger in satisfying any “double trigger” acceleration, which partially satisfied “double trigger” acceleration shall continue to apply to the corresponding Assumed Option) as were applicable under the Option immediately prior to the Effective Time, except that each Assumed Option will have an exercise price per share equal to (2x) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Option was exercisable immediately prior to the Closing Date Effective Time divided by (y) the Exchange Ratio, rounded up to the nearest whole cent cent; provided, that the exercise price and (3) the exercisability number of such shares of Parent Stock subject to the Assumed Option shall be conditioned on determined in a manner consistent with the requirements of Sections 409A and 422 of the Code, as applicable. Each issued and outstanding Option that is not a Continuing Employee Option or a Cash-Out Option will be automatically cancelled and extinguished at the Effective Time, and in exchange therefor, the holder of such Assumed cancelled Option executing shall be entitled to receive, without interest, but subject to deductions and delivering to Parent a Financing Joinder Agreement other income or employment tax withholding as required by Applicable Law, an amount in the manner provided in Section 1.7. Notwithstanding anything herein cash equal to the contraryproduct of (A) the number of shares subject to the vested portion of such Option (each such vested portion of such Option, Parenta “Vested Non-Continuing Employee Option”) (for the avoidance of doubt, after consultation with the Company and after undertaking in good faith to resolve taking into account any disputes concerning the treatment acceleration of the affected Company Options, reserves the right at any time such Options as of immediately prior to the Effective Time Time) multiplied by (B) the Per Share Consideration, less the exercise price per share of Company Common Stock previously subject to treat any such Option (the “Closing Company Option that is being contemplated for assumption under this section Consideration”). Any other unvested options held by non-Continuing Employees will be automatically cancelled and extinguished at the Effective Time and no consideration shall be delivered in exchange therefor. Parent will pay the Closing Company Option Consideration as a Terminating Option. Upon making such determination, Parent shall provide notice to practicable after the Company as soon as administratively feasibleClosing, and such Company Option shall be treated as a Terminating Option under Section 1.6(c)(i)(B) to in any event within two regular payroll cycles of the extent applicableSurviving Company.

Assumed Options. Effective as of Subject to Section 2.1(f), at the Effective Time, each Unvested Company Option (or portion thereof and whether vested or unvestedincluding any Unvested EMI Option) that is (xset forth on Schedule 2.2(d) outstanding as of immediately prior shall, on the terms and subject to the Effective Time, (y) held by a Continuing Employee, and (z) listed on Schedule 1.6(c)(i)(A) shall be assumed by Parent (“Assumed Options”). Except as otherwise conditions set forth in this Agreement, be assumed by Parent (each such Unvested Company Option, an “Assumed Option”) in a manner consistent with the requirements of Section 409A of the Code; provided, however, that the parties shall update and finalize such schedule of Assumed Options immediately prior to the Closing, it being understood that Parent will assume only Unvested Company Options that are held by Company Optionholders who are Company Continuing Employees. Each Unvested Company Option held by a Company Optionholder who is not a Continuing Company Employee, subject to Section 2.2(h), shall be cancelled and terminated without consideration upon the Effective Time. Each Assumed Option pursuant to this Section 1.6(c)(i) shall otherwise continue to have, and be subject to, the same terms and conditions (including the vesting terms) arrangements and other terms and conditions set forth in the applicable Company Stock Plan and the applicable stock option agreements relating thereto, or other agreement) as are in effect immediately prior to the Effective Time, except that (1i) Parent shall have any and all amendment and administrative authority with respect to such option (subject, in the case of any amendment, to any required consent of the affected Company Optionholder), (ii) such Assumed Option option shall be become exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the next whole number of shares of Parent Common Stock) of (A) the number of shares of Company Common Stock that were would have been issuable upon exercise of the applicable Company such Assumed Option immediately prior to the Effective Time multiplied by (B) the Equity Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (2iii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Assumed Option was exercisable immediately prior to the Closing Date Effective Time by the Equity Exchange Ratio, rounded up to the nearest whole cent and (3) the exercisability of such . All Assumed Option shall be conditioned on the holder of such Assumed Option executing and delivering to Parent a Financing Joinder Agreement in the manner provided in Section 1.7. Notwithstanding anything herein to the contrary, Parent, after consultation with the Company and after undertaking in good faith to resolve any disputes concerning the treatment of the affected Company Options, reserves the right at any time Options that prior to the Effective Time to treat any such Company Option that is being contemplated for assumption under this section were treated as a Terminating Option. Upon making such determination, Parent “incentive stock options” within the meaning of Section 422 of the Code shall provide notice to from and after the Company as soon as administratively feasible, and such Company Option shall Effective Time be treated as a Terminating Option non-qualified stock options and shall not be treated as incentive stock options under Section 1.6(c)(i)(B) the Code, and any Assumed Options that prior to the extent applicableEffective Time include an “early exercise” feature that permitted the option to be exercised prior to the time that the option had vested shall from and after the Effective Time no longer include such an early-exercise feature. Clauses (ii) and (iii) above shall be subject to such reasonable adjustments to (A) the number of whole shares of Parent Common Stock in respect of which each Assumed Option which is an Unvested EMI Option (and for which the Company has received a duly completed Unvested EMI Form of Instruction) is exercisable, and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option, in each case as is necessary in order to ensure that such Assumed Option satisfies the requirements of paragraphs 43(6) and (7) of Schedule 5 to ITEPA. For the avoidance of doubt, the preceding sentence shall not apply if the Assumed Option is not an Unvested EMI Option for which the Company has received a duly completed Unvested EMI Form of Instruction.

Assumed Options. At the First Effective as Time, by virtue of the Effective TimeFirst Merger and without any action on the part of Parent, Merger Subs, the Company or, the Company Option holders thereof, each Company Option (that is In-the-Money and is not a Cashed-Out Option or portion thereof and Participating Option, whether vested or unvested) that , and as designated on the Spreadsheet (“Assumed Option”), which is (x) outstanding as of immediately prior to the First Effective Time, (y) held by shall cease to represent a Continuing Employee, right to acquire shares of Company Common Stock and (z) listed on Schedule 1.6(c)(i)(A) shall be assumed by Parent (“Assumed Options”). Except and converted, on a net value basis, as otherwise set forth in this Agreementon the Spreadsheet, each Assumed Option pursuant at the First Effective Time, into an option to this Section 1.6(c)(i) shall continue to havepurchase registered shares of Parent Common Stock, and be subject to, on the same terms and conditions (including any vesting terms) set forth or forfeiture and post-termination exercise provisions, and taking into account any acceleration thereof provided for in the relevant equity incentive plans of the Company or in the related award documents by reason of the transactions contemplated hereby) as were applicable Plan and the option agreements relating thereto, to such Company Option as in effect of immediately prior to the First Effective Time, except that (1) . The number of shares of Parent Common Stock subject to each such Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of (A) the number of shares of Company Common Stock that were issuable upon exercise of the applicable subject to each Company Option immediately prior to the First Effective Time multiplied by (B) the Exchange Ratio, rounded down down, if necessary, to the nearest whole number of shares share of Parent Common Stock, (2) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of and such Assumed Option shall be have an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (C) the exercise price per share of Company Common Stock at which otherwise purchasable pursuant to such applicable Company Option was exercisable immediately prior to the Closing Date divided by (D) the Exchange Ratio; provided, rounded up that in the case of any Assumed Option to which Section 421 of the nearest whole cent Code applies as of the First Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and (3) the exercisability terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Assumed Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be conditioned on the holder of such Assumed Option executing and delivering to Parent determined in a Financing Joinder Agreement in the manner provided in Section 1.7. Notwithstanding anything herein to the contrary, Parent, after consultation consistent with the Company and after undertaking in good faith to resolve any disputes concerning the treatment requirements of Section 409A of the affected Company Options, reserves Code in order to avoid the right at imposition of any time prior to the Effective Time to treat any such Company Option that is being contemplated for assumption under this section as a Terminating Option. Upon making such determination, Parent shall provide notice to the Company as soon as administratively feasible, and such Company Option shall be treated as a Terminating Option under Section 1.6(c)(i)(B) to the extent applicableadditional Taxes thereunder.