Company Incentive Awards. (a) The Company shall take all action necessary so that, at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested and whether subject to service-based or performance-based vesting conditions), by virtue of the Merger and without any action on the part of the Company, Acquiror, Parent, Merger Sub, the holders of such Company Option or any other person, (i) shall be deemed to be fully vested (including with respect to any performance-based vesting requirements), (ii) shall be converted into the right of the holder to receive from Acquiror or its applicable Affiliate an amount, in cash, without interest, equal to the product of (A) the total number of shares of Company Common Stock subject to such Company Option after giving effect to clause (i) of this Section 3.3(a) and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock of such Company Option (the “Option Cash Payment”) and (iii) from and after the Effective Time, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Options shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in accordance with this Section 3.3(a). For the avoidance of doubt, in the event that the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect and the applicable holder shall cease to have any rights with respect thereto, and the Company shall take all such action necessary to effect such treatment.
Company Incentive Awards. (a) The Parties acknowledge and agree that the outstanding Company Incentive Awards shall be treated in accordance with the provisions of the Plan of Arrangement. In furtherance of the foregoing, the Company shall take such commercially reasonable actions as are necessary under the terms of the Company Equity Incentive Plans, as applicable, and the Plan of Arrangement to facilitate the surrender and termination of all Company Incentive Awards on the terms contemplated in the Plan of Arrangement.
Company Incentive Awards. (a) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be cancelled by virtue of the Merger without any action on the part of the holder thereof in consideration for the right to receive from the Surviving Corporation as promptly as practicable (but no later than five (5) Business Days) following the Effective Time, a cash payment, if any (without interest and less applicable withholding Taxes) with respect thereto equal to the product of (i) the number of vested shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time (including those whose vesting accelerates as of the Effective Time), and (ii) the excess, if any, of the Merger Consideration over the exercise or base price per share of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time. The Surviving Corporation will not assume any Company Stock Awards and will not substitute any options, unit awards, restricted shares or other rights to acquire shares of the capital stock of the Surviving Corporation.
Company Incentive Awards
