Common use of Company Options and Other Equity Rights Clause in Contracts

Company Options and Other Equity Rights. As of the Agreement Date, the Company has reserved 3,666,667 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 2,363,663 shares are subject to outstanding and unexercised Company Options, and 816,092 shares remain available for issuance thereunder. Schedule 2.2(b)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Options (including if the Company Optionholder is not an employee of the Company, a description of the relationship between such Company Optionholder and the Company) whether or not granted under the Company Option Plans, including the number of shares of Company Common Stock subject to each Company Option, the number of shares which are vested, the number of shares which are unvested, the date of grant, the vesting commencement date, the exercise price per share, the Tax status of such option under Section 422 of the Code and the plan from which such Company Option was granted. A true and correct copy of the Company Option Plans, the standard agreement under the Company Option Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Option Plans have been made available by Company to Acquirer. All outstanding Company Options have been issued and granted in compliance with all requirements of Applicable Legal Requirements and all requirements set forth in applicable Contracts to which Company is a party or by which Company is bound. Schedule 2.2(b)-2 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Warrants, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. Except for the Company Options and Company Warrants described in Schedules 2.2(b)-1 and 2.2(b)-2 of the Company Disclosure Letter, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Shares, Company Options, Company Warrants or other Company Rights, or any Company Voting Debt or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, Contract or other Company Right. Except as permitted by Section 1.8(a)(iv), neither the Company Option Plan, any Company Option nor any other Contract of any character to which Company is a party to or is bound relating to any security of Company that is entitled (or is exercisable into a security that is entitled) to receive the Total Initial Merger Consideration requires or otherwise provides for any accelerated vesting or exercisability of any such security in connection with the Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company or with Acquirer following the Merger or otherwise.

Company Options and Other Equity Rights. As of the Agreement Date, the Company has reserved 3,666,667 4,359,678 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 2,363,663 2,081,041 shares are subject to outstanding and unexercised Company Options, and 816,092 2,265,512 shares remain available for issuance thereunder. Schedule 2.2(b)-1 2.2(b) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Options (including if the Company Optionholder is not an employee of the Company, a description of the relationship between such Company Optionholder and the Company) whether or not granted under the Company Option Plans, including the number of shares of Company Common Stock subject to each Company Option, the number of shares which are vested, the number of shares which are unvested, the date of grant, the exercise or vesting commencement dateschedule (and the terms of any acceleration thereof), the exercise price per share, to the knowledge of the Company, the Tax status of such option under Section 422 of the Code Code, the term of each Company Option and the plan from which such Company Option was granted. A true and correct copy of the Company Option Plans, the standard agreement under the Company Option Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Option Plans have been delivered or made available by the Company to Acquirer’s legal counsel. All outstanding Company Options have been issued and granted in compliance with all requirements of Applicable applicable Legal Requirements and all requirements set forth in applicable Contracts to which Company is a party or by which Company is bound. Schedule 2.2(b)-2 The terms of the Company Disclosure Letter sets forthOption Plans permit the assumption or substitution of Company Options to purchase Company Common Stock as provided in this Agreement, as without the consent or approval of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Warrants, including the number of shares and type of Company Capital Stock subject to each Company Warrantsuch securities, the date Company Stockholders, or otherwise and without any acceleration of grant, the exercise schedule or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each provisions in effect for those Company WarrantOptions. Except for the Company Options and Company Warrants described in Schedules 2.2(b)-1 and 2.2(b)-2 Schedule 2.2(b) of the Company Disclosure Letter, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Shares, Company Options, Company Warrants or other Company Rights, or any Company Voting Debt or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, Contract or other Company Right. Except as permitted by Section 1.8(a)(iv)set forth in Schedule 2.2(b) of the Company Disclosure Letter, neither the Company Option Plan, any Company Option Option, any Unvested Company Shares nor any other Contract of any character to which Company is a party to or is bound relating to any security of the Company that is entitled (or is exercisable into a security that is entitled) to receive the Total Initial Merger Consideration requires or otherwise provides for any accelerated vesting or exercisability of any such security in connection with the First Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company or with Acquirer following the First Merger or otherwise.

Company Options and Other Equity Rights. As of the Agreement Date, the Company has reserved 3,666,667 70,333,933 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 2,363,663 60,759,604 shares are subject to outstanding and unexercised Company Options, and 816,092 5,551,253 shares remain available for issuance thereunder. Schedule 2.2(b)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Options (including if the Company Optionholder is not an employee of the Company, a description of the relationship between such Company Optionholder and the Company) whether or not granted under the Company Option Plans, including the number of shares of Company Common Stock subject to each Company Option, the number of shares which are vested, the number of shares which are unvested, the date of grant, the exercise or vesting commencement dateschedule (and the terms of any acceleration thereof), the exercise price per share, the intended Tax status of such option under Section 422 of the Code on the date of grant, the term of each Company Option and the plan from which such Company Option was granted. A true and correct copy of the Company Option Plans, the standard agreement under the Company Option Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Option Plans have been delivered or made available by Company to Acquirer’s legal counsel. All outstanding Company Options have been issued and granted in compliance in all material respects with all requirements of Applicable applicable Legal Requirements and all requirements set forth in applicable Contracts to which Company is a party or by which Company is bound. All options promised to any employee, director or consultant, or to which any thereof is entitled, including those intended to be MBO or performance based, have been granted and are outstanding. Schedule 2.2(b)-2 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Warrants, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. The aggregate number of shares of Company Capital Stock (on an as converted basis) subject to Company Warrants is 1,551,630 shares. Except for the Company Options and Company Warrants described in Schedules 2.2(b)-1 and 2.2(b)-2 of the Company Disclosure Letter, the Contracts related thereto, and the Company Common Stock issuable upon conversion of the Company Preferred Stock, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Shares, Company Options, Company Warrants or other Company Rights, or any Company Voting Debt (as defined below) or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, Contract or other Company Right. Except as permitted by Section 1.8(a)(iv), neither Neither the Company Option PlanPlans, nor any Company Option nor any other Contract of any character to which Company is a party to or is bound relating to any shares of Company Capital Stock or other security of Company that is entitled (or is exercisable into a security that is entitled) to receive a portion of the Total Initial Merger Consideration merger consideration hereunder requires or otherwise provides for any accelerated vesting or exercisability of any such security in connection with the Merger Mergers or any other transaction contemplated by this Agreement (including conversion of Company Options to CRs) or upon termination of employment or service with the Company or with Acquirer following the Merger Mergers or otherwise.

Company Options and Other Equity Rights. As of the Agreement Date, the Company has reserved 3,666,667 20,600,000 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 2,363,663 8,991,332 shares are subject to outstanding and unexercised Company Options, and 816,092 4,784,171 shares remain available for issuance thereunder. Schedule 2.2(b)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Options (including if the Company Optionholder is not an employee of the Company, a description of the relationship between such Company Optionholder and the Company) whether or not granted under the Company Option Plans, including the number of shares of Company Common Stock subject to each Company Option, the number of shares which are vested, the number of shares which are unvested, the date of grant, the vesting commencement date, the exercise price per share, the Tax status of such option under Section 422 of the Code and the plan from which such Company Option was granted. A true and correct copy of the Company Option Plans, the standard agreement under the Company Option Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Option Plans have been delivered or made available by Company to Acquirer’s legal counsel. All outstanding Company Options have been issued and granted in material compliance with all requirements of Applicable Legal Requirements and all requirements set forth in Contracts applicable Contracts to such grants to which Company is a party or by which Company is bound. Schedule 2.2(b)-2 2.2(b) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Warrants, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. Except for the Company Options and Company Warrants described in Schedules 2.2(b)-1 and 2.2(b)-2 Schedule 2.2(b) of the Company Disclosure Letter, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Shares, Company Options, Company Warrants or other Company Rights, or any Company Voting Debt or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, Contract or other Company Right. Except as permitted by Section 1.8(a)(iv), neither Neither the Company Option Plan, any Company Option nor any other Contract of any character to which Company is a party to or is bound relating to any security of Company that is entitled (or is exercisable into a security that is entitled) to receive the Total Initial Merger Consideration requires or otherwise provides for any accelerated vesting or exercisability of any such security in connection with the Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company or with Acquirer following the Merger or otherwise.

Company Options and Other Equity Rights. As of the Agreement Date, the Company has reserved 3,666,667 1,840,936 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 2,363,663 1,173,776 shares are subject to outstanding and unexercised Company Options, and 816,092 232,414 shares remain available for issuance thereunder. Schedule 2.2(b)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Options (including if the Company Optionholder is not an employee of the Company, a description of the relationship between such Company Optionholder and the Company) whether or not granted under the Company Option Plans, including the number of shares of Company Common Stock subject to each Company Option, the number of shares which are vested, the number of shares which are unvested, the date of grant, the exercise or vesting commencement dateschedule (and the terms of any acceleration thereof), the exercise price per share, the Tax status of such option under Section 422 of the Code Code, the term of each Company Option and the plan from which such Company Option was granted. A true and correct copy of the Company Option Plans, the standard agreement under the Company Option Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Option Plans have been delivered or made available by Company to Acquirer’s legal counsel. All outstanding Company Options have been issued and granted in compliance with all requirements of Applicable Legal Requirements and all requirements set forth in applicable Contracts to which Company is a party or by which Company is bound. Schedule 2.2(b)-2 of the Company Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of all holders of outstanding Company Warrants, including the number of shares and type of Company Capital Stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any acceleration thereof), the exercise price per share and the term of each Company Warrant. Except for the Company Options and Company Warrants described in Schedules 2.2(b)-1 and 2.2(b)-2 of the Company Disclosure Letter, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Shares, Company Options, Company Warrants or other Company Rights, or any Company Voting Debt (as defined below) or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, Contract or other Company Right. Except for the Company’s 2001 Equity Incentive Plan and as permitted by Section 1.8(a)(iv)set forth on Schedule 2.2(b)-3, neither the Company Option PlanPlans, nor any Company Option nor any other Contract of any character to which Company is a party to or is bound relating to any shares of Company Capital Stock or other security of Company that is entitled (or is exercisable into a security that is entitled) to receive a portion of the Total Initial Merger Consideration merger consideration hereunder requires or otherwise provides for any accelerated vesting or exercisability of any such security in connection with the Merger Mergers or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company or with Acquirer following the Merger Mergers or otherwise. The vesting terms applicable to all Company Options that are unvested and outstanding as of the date of this Agreement and as of prior to the Effective Time shall have been accelerated (in accordance with the terms of the applicable Company Option Plan or otherwise) or terminated as of immediately prior to the Effective Time, and no unvested Company Options shall remain outstanding and exercisable as of the Effective Time. Each of the Company Key Stockholders is an accredited investor.