Common use of Company Compensatory Awards Clause in Contracts

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and converted automatically at the Effective Time into an option, restricted stock unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Company Compensatory Award immediately prior to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share), and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of Section 409A of the Code and, with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time.

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at At the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Option, Option and Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) which is not vested and, as applicable, exercisable and that is outstanding immediately prior to the Effective TimeTime (but excluding Company Compensatory Awards which vest and become exercisable as a result of the Merger) (each, whether or not then vested or exercisablea “Unvested Company Compensatory Award”), shall be assumed by Parent and converted automatically at the Effective Time into an optionoption or, restricted stock share unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those of the related Company Compensatory Award, Award except that (i) the number of Parent Ordinary Shares subject to each such award shall be determined by multiplying the number of Company Shares subject to such Unvested Company Compensatory Award immediately prior to the Effective Time by a fraction (the “Award Exchange Ratio”), the numerator of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ The Nasdaq Stock Market, Inc. over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down up to the nearest whole share), ) (the “Assumed Consideration”) and (ii) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards downwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such Unvested Company Compensatory Award immediately prior to the Effective Time divided by (y) the Award Exchange Ratio; provided, however, that in no case shall the exchange of a Company Option be performed in a manner that is not in compliance with the applicable adjustment requirements of Section 424 and Section 409A of the Code andCode. From and after the Effective Time, all Unvested Company Compensatory Awards shall no longer be outstanding and shall cease to exist, and each holder of an Unvested Company Compensatory Award shall cease to have any rights with respect thereto or arising therefrom, except the right to Company Options intended to qualify as incentive stock options under Section 422 of receive the Code, Section 424 of the Code or Section 1.424-1 of the Treasury RegulationsAssumed Consideration payable hereunder. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of a Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company)Shares, at any time prior to the Effective Time.

Company Compensatory Awards. (a) Except as otherwise provided in Section 6.5(b) or on Schedule 6.5(a), at Immediately prior to the Effective Time by virtue Time, each option to acquire shares of Company Common Stock granted under a Company Equity Plan or as set forth on Section 2.4 of the Merger and without any action on the part of the holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares Disclosure Letter (each such awardoption, a “Company Compensatory AwardOption”) that is then outstanding and unexercised, whether or not vested, shall be assumed and substituted for an option to purchase a number of Parent Ordinary Shares or Parent ADSs, as determined by Parent, granted under one of the Parent’s equity plans (each, an “Adjusted Option”), on substantially similar terms and subject to substantially similar conditions as were applicable to such Company Option immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed except for terms rendered inoperative by Parent and converted automatically at the Effective Time into an option, restricted stock unit award or other equity-based award, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those reason of the related Company Compensatory Awardtransactions contemplated by this Agreement, such other administrative or ministerial changes as in the reasonable determination of Parent are appropriate to conform the administration of the Adjusted Options with other awards under Parent’s equity plans, and except that (i) as provided in the following sentence. The number of Parent Ordinary Shares or Parent ADSs subject to each such award the Adjusted Option shall be determined by multiplying equal to the product of (i) the total number of shares of Company Shares Common Stock subject to such Company Compensatory Award Option immediately prior to the Effective Time multiplied by a fraction (ii) six times the Exchange Ratio (the “Award Ordinary Share Exchange Ratio”), in the numerator case of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over Shares, or the five (5) trading days immediately preceding (but not including) Exchange Ratio in the date on which the Effective Time occurs (case of Parent ADSs, with any fractional Parent Ordinary Shares or Parent ADSs rounded down to the nearest whole share)Parent Ordinary Shares or Parent ADS, and as applicable. The exercise price per share of such Adjusted Option shall be equal to the quotient of (iiA) if applicable, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant subject to such Company Compensatory Award Option immediately prior to the Effective Time divided by (yB) the Award Ordinary Share Exchange Ratio or the Exchange Ratio; provided, howeveras applicable, or, at the election of the Parent, that amount converted to pounds sterling at an appropriate exchange rate determined by the Parent, in no case each case, with any fractional cents or xxxxx rounded up to the nearest whole cent or xxxxx, as applicable. The exercise price per share of any such Adjusted Option and the number of Parent Ordinary Shares or Parent ADSs, as applicable, relating to any such Adjusted Option shall the exchange of a Company Option be performed determined in a manner that is not in compliance consistent with the adjustment requirements of Section 409A of the Internal Revenue Code andof 1986, as amended (the “Code”). The grant of the Adjusted Options shall be effected as of the Effective Time, or as soon thereafter as is reasonably practicable, taking into account Parent’s administrative procedures. Each Adjusted Option may be granted subject to a condition that the grantee must comply with Parent’s and its equity administrator’s practices with respect to Company Options intended to qualify as incentive stock options under Section 422 grants and acceptance of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective TimeParent equity award grants.

Company Compensatory Awards. (a) Except as otherwise provided Neither Parent nor Merger Sub shall assume any Company Compensatory Award or substitute any Company Compensatory Award or similar award for Parent common stock or other equity in Section 6.5(b) or on Schedule 6.5(a), at connection with the Merger and the Transactions. At the Effective Time Time, by virtue of the Merger and without any action on the part of the any holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) , whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, Time shall be assumed by Parent cancelled and converted automatically at the Effective Time into an optionextinguished and, restricted stock unit award or other equity-based awardin exchange therefor, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those each former holder of the related any such Company Compensatory AwardAward shall have the right to receive an amount in cash, except that without interest, equal to the product of (i) the aggregate number of Parent Ordinary Shares shares of Company Common Stock subject to each such award shall be determined by multiplying Company Compensatory Award as of the number Effective Time and (ii) the excess, if any, of Company Shares subject to the Merger Consideration over any per share exercise or purchase price of such Company Compensatory Award immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Compensatory Award Payments”). From and after the Effective Time by a fraction (Time, all Company Compensatory Awards shall no longer be exercisable or outstanding and shall automatically cease to exist and no longer represent any right to receive Company Common Stock or other Securities or any other right of any former holder thereof, except solely for the “Award Exchange Ratio”), the numerator right of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down such holder thereof to the nearest whole share)payment of the applicable Compensatory Award Payment; provided, and (ii) if applicablehowever, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such that any Company Compensatory Award in respect of a Company Option that has an exercise price equal to or greater than the Merger Consideration shall be cancelled without any consideration therefor immediately prior to the Effective Time divided by and the holder thereof shall have no further rights with respect thereto. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay the Compensatory Award Payments (ythrough the payroll of the Surviving Corporation for any employees thereof) the Award Exchange Ratio; provided, however, that as soon as reasonably practicable (but in no event more than five (5) Business Days for amounts not to be paid through payroll) following the Effective Time, without interest, except in the case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of any such awards are subject to Section 409A of the Code and, and are required to be paid out in accordance with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time.409A.

Company Compensatory Awards. (a) Except as otherwise provided Neither Parent nor Merger Sub shall assume any Company Compensatory Award or substitute any Company Compensatory Award or similar award for Parent common stock or other equity in Section 6.5(b) or on Schedule 6.5(a)connection with the Offer, at the Merger and the other Transactions. At the Effective Time Time, by virtue of the Merger and without any action on the part of the any holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) , whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, Time shall be assumed by Parent cancelled and converted automatically at the Effective Time into an optionextinguished and, restricted stock unit award or other equity-based awardin exchange therefor, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those each former holder of the related any such Company Compensatory AwardAward shall have the right to receive an amount in cash, except that without interest, equal to the product of (i) the aggregate number of Parent Ordinary Shares shares of Company Common Stock subject to each such award shall be determined by multiplying Company Compensatory Award as of the number Effective Time and (ii) the excess, if any, of Company Shares subject to the Merger Consideration over any per share exercise or purchase price of such Company Compensatory Award immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Compensatory Award Payments”). From and after the Effective Time by a fraction (Time, all Company Compensatory Awards shall no longer be exercisable or outstanding and shall automatically cease to exist and no longer represent any right to receive Company Common Stock or other Securities or any other right of any former holder thereof, except solely for the “Award Exchange Ratio”), the numerator right of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down such holder thereof to the nearest whole share)payment of the applicable Compensatory Award Payment; provided, and (ii) if applicablehowever, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such that any Company Compensatory Award in respect of a Company Option that has an exercise price equal to or greater than the Merger Consideration shall be cancelled without any consideration therefor immediately prior to the Effective Time divided by and the holder thereof shall have no further rights with respect thereto. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay the Compensatory Award Payments (ythrough the payroll of the Surviving Corporation for any employees thereof) the Award Exchange Ratio; provided, however, that as soon as reasonably practicable (but in no event more than five (5) Business Days for amounts not to be paid through payroll) following the Effective Time, without interest, except in the case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of any such awards are subject to Section 409A of the Code and, and are required to be paid out in accordance with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time.409A.

Company Compensatory Awards. (a) Except as otherwise provided Neither Parent nor Merger Sub shall assume any Company Compensatory Award or substitute any Company Compensatory Award or similar award for Parent common stock or other equity in Section 6.5(b) or on Schedule 6.5(a), at connection with the Merger and the Transactions. At the Effective Time Time, by virtue of the Merger and without any action on the part of the any holders thereof, each Company Option, Company RSU and other equity-based award denominated in Company Shares (each such award, a “Company Compensatory Award”) , whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, Time shall be assumed by Parent cancelled and converted automatically at the Effective Time into an optionextinguished and, restricted stock unit award or other equity-based awardin exchange therefor, as the case may be, denominated in Parent Ordinary Shares and which has other terms and conditions substantially identical to those each former holder of the related any such Company Compensatory AwardAward shall have the right to receive an amount in cash, except that without interest, equal to the product of (i) the aggregate number of Parent Ordinary Shares shares of Company Common Stock subject to each such award shall be determined by multiplying Company Compensatory Award as of the number Effective Time and (ii) the excess, if any, of Company Shares subject to the Merger Consideration over any per share exercise or purchase price of such Company Compensatory Award immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Compensatory Award Payments”). From and after the Effective Time by a fraction (Time, all Company Compensatory Awards shall no longer be exercisable or outstanding and shall automatically cease to exist and no longer represent any right to receive Company Common Stock or other Securities or any other right of any former holder thereof, except solely for the “Award Exchange Ratio”), the numerator right of which is the Per Share Merger Consideration and the denominator of which is the average closing price of a Parent Ordinary Share on NASDAQ over the five (5) trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down such holder thereof to the nearest whole share)payment of the applicable Compensatory Award Payment; provided, and (ii) if applicablehowever, the exercise or purchase price per Parent Ordinary Share (rounded upwards to the nearest whole cent) shall equal (x) the per share exercise or purchase price per Company Share otherwise purchasable pursuant to such that any Company Compensatory Award in respect of a Company Option that has an exercise price equal to or greater than the Merger Consideration shall be cancelled without any consideration therefor immediately prior to the Effective Time divided by and the holder thereof shall have no further rights with respect thereto. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay the Compensatory Award Payments (ythrough the payroll of the Surviving Corporation for any employees thereof) the Award Exchange Ratio; provided, however, that as soon as reasonably practicable (but in no event more than five (5) Business Days for amounts not to be paid through payroll) following the Effective Time, without interest, except in the case shall the exchange of a Company Option be performed in a manner that is not in compliance with the adjustment requirements of any such awards are subject to Section 409A of the Code and, and are required to be paid out in accordance with respect to Company Options intended to qualify as incentive stock options under Section 422 of the Code, Section 424 of the Code or Section 1.424-1 of the Treasury Regulations. Notwithstanding the foregoing, nothing in this Section 6.5 shall restrict any holder of Company Compensatory Award from exercising any vested portion of the Company Compensatory Award into Company Shares (including by way of cashless exercise if allowed by the Company), at any time prior to the Effective Time.409A. 20