Company Share Options. (a) The vesting and exercisability of each stock option and bonus share granted by the Company or any of its Subsidiaries which is outstanding as of the Closing Date shall be accelerated to become fully vested and exercisable on the Closing Date. Each stock option granted by the Company prior to the date of this Agreement and that remains outstanding at the Closing Date (a "COMPANY STOCK OPTION") shall be converted, on the Closing Date, upon the holder's election (on an option by option basis), into an option to acquire, on the same terms and conditions as were applicable under the Company's option plans, that number of Purchaser Shares determined by multiplying the number of Company Shares subject to such Company Stock Option by the Conversion Ratio, rounded, if necessary, up to the nearest whole Purchaser Share, at a price per share equal to the per-share exercise price specified in such Company Stock Option divided by the Conversion Ratio, rounded, if necessary, down to the nearest whole cent. For purposes of this Section, the "CONVERSION RATIO" means the sum of (A)(i) 0.1932, multiplied by (ii) the Share Consideration, and (B)(i) 0.8068, multiplied by (ii) the quotient determined by dividing the amount of the Cash Consideration by the average of the last sales prices on the New York Stock Exchange 13 6 Composite Transaction Tape of the Purchaser Shares on each of the five consecutive trading days ending on the last trading day immediately prior to the Closing Date (the "SHARE VALUE"). Alternatively, upon such a holder's election prior to the Closing Date, the Company shall pay to such holder, as soon as practicable following the Closing Date, an amount, if any, in cash, equal to (A) the number of Company Shares subject to such holder's Company Stock Option, multiplied by (B) the excess, if any, of the Cash Consideration over the per-share exercise price specified in such Company Stock Option, reduced by any applicable withholding taxes or other amounts required by law to be paid or withheld by the Company or its Subsidiary, and such Company Stock Option will then be cancelled.
(b) Subject to Section 1.6(c), with respect to each holder of a Company Stock Option who did not make an election specified in Section 1.6(a), such holder's Option shall be converted, on the Closing Date, into an option to acquire Purchaser Shares in accordance with the conversion terms set forth in Section 1.6(a).
(c) With respect to each holder of a Company Stock Option who did...
Company Share Options. Conditional on completion of the Merger:
(i) Each Company Share Option shall be cancelled and converted as of immediately prior to the Effective Time into the right to receive in respect of each Net Option Share, if any, subject to such Company Share Option, the Merger Consideration that would be received for one Ordinary Share. For purposes of this Agreement, “Net Option Share” means, with respect to a Company Share Option, the quotient obtained by dividing (i) the product obtained by multiplying (A) the excess, if any, of the Merger Consideration Value over the exercise price per Company Share subject to such Company Share Option immediately prior to the Effective Time by (B) the number of Company Shares subject to such Company Share Option immediately prior to the Effective Time by (ii) the Merger Consideration Value. For purposes of the preceding sentence, the “Merger Consideration Value” means the product of (x) the Common Exchange Ratio and (y) the EBIX Closing Price. For clarity, each Company Share Option that has an exercise price per Company Share subject to such Company Share Option that is equal to or greater than the Merger Consideration Value shall terminate and be cancelled as of the Effective Time for no consideration. “EBIX Closing Price” means $59.
Company Share Options. The Company shall take all actions as may be necessary so that, at the Effective Time, each option to acquire Common Shares (each, a “Company Share Option”) that has not been forfeited (or if previously forfeited, is required to be reinstated if a change in control event or sale event occurs within a specified period following such forfeiture) shall become fully vested to the extent not then fully vested, and each Company Share Option shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of Common Shares subject to such Company Share Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Share Option; provided, however, that if the result in clause (y) equals or is less than zero, such Company Share Option shall be cancelled and forfeited with no payment due the holder thereof. Parent shall cause the Surviving Company or one of its Subsidiaries to pay, through the Company’s regular payroll system on a special payroll date which shall have been established by Company with its payroll provider prior to Closing, the holders of Company Share Options the amounts due under this Section 2.2(a) (less all applicable withholding Taxes and deductions) as promptly as practicable (but in any event no later than three (3) days) after the Effective Time.
Company Share Options. Each Existing Option, whether vested or unvested, shall, as of the Effective Time, automatically and without any action on the part of the holder thereof be cancelled and of no further force or effect as of the Effective Time and automatically converted into the right to receive an amount of cash equal to the product of (i) the excess, if any, of the Cash Value over the exercise price per Company Ordinary Share of such Existing Option multiplied by (ii) the total number of Company Ordinary Shares subject to such Existing Option. For the avoidance of doubt, where the exercise price per Company Ordinary Share of any Existing Option equals or exceeds the Cash Value, such Existing Option shall be cancelled without any payment therefore.
Company Share Options. (a) As promptly as practicable after the Commencement Date, the Company shall notify in writing the holders of outstanding Company Share Options about (i) the Offer and such holder’s right to participate in the Offer as a holder of Company Shares to the extent that such holder exercises his or her Company Share Options pursuant to the terms of the Company Share Options Plan prior to the expiration of the Offer or of the “subsequent offering period” contemplated by Section 2.2.6 of this MoU and (ii) the option for the cashless exercise described below. The Parties acknowledge and agree that, pursuant to the Company Share Options Plan, all Company Share Options outstanding immediately preceding the closing of the “subsequent offering period” contemplated by Section 2.2.6 of this MoU will lapse and become null and void if not exercised by the date of the closing of such subsequent offering period in accordance with Section 4.3 of the Company Share Options Plan.
(b) As promptly as practicable after the Commencement Date, the Parties will make their reasonable best efforts to provide holders of Company Share Options a cashless arrangement or a financing facility or an equivalent mechanism (which, in each case and to the extent permitted under applicable Laws, would be implemented through a third party) to fund the payment of the exercise price of their Company Share Options, provided that such holder of Company Share Options undertakes to tender the underlying Company Shares into the Offer and to repay the exercise price, applicable Taxes and any related transaction fees. The exercise of Company Share Options made through such cashless exercise shall be conditioned upon the successful closing of the Offer, failing which the holders shall retain their rights to such Company Share Options, which will continue to be subject to the Company Shares Options Plan.”
Company Share Options. Immediately prior to the earlier of the Election Form Record Date and the record date for the Special Dividend (the “Option Exercise Date”), each outstanding option to purchase Company Common Shares granted by the Company under the Company Equity Plans (each, a “Company Share Option”), whether vested or unvested, shall be deemed exercised (on a net exercise basis) as of the Option Exercise Date (with no action required on the part of the holder of the Company Share Option), and the holders of such Company Share Options shall be entitled to make the Election and receive the Special Dividend, in each case, with respect to the net number of Company Common Shares deliverable to such holders upon such exercise. Any Company Share Options outstanding as of the Effective Time shall be automatically terminated and forfeited for no consideration, and all rights with respect to such Company Share Options shall terminate as of the Effective Time. For the purposes of this Agreement, the “Company Equity Plans” are the Company 2002 Share Incentive Plan, the Company 2006 Share Incentive Plan, the Company 2010 Share Incentive Plan and the Company Amended and Restated Executive Incentive Plan. For the avoidance of doubt, the number of Company Common Shares with respect to which an Election may be made pursuant to this Section 2.4(b) shall be included for all purposes of calculating the Number of Cash Elections, the Number of Share Elections and the Number of Standard Elections, as applicable, that have been made (or deemed to have been made) pursuant to Section 2.2(c).
Company Share Options. Immediately prior to the REIT Merger Effective Time, each outstanding qualified or nonqualified option to purchase Company Common Shares (each, a "Company Share Option") under the Company's Second Amended and Restated 1998 Equity Incentive Plan (the "Company Share Option Plan"), all of which are listed on Schedule 3.2(c) of the Company Disclosure Schedule attached hereto, whether or not then vested or exercisable and regardless of the exercise price or purchase price, as the case may be, thereof, shall be cancelled, immediately prior to or at the REIT Merger Effective Time, in exchange for the holder's right to receive a single lump sum cash payment from the Company equal to the product of (x) the number of Company Common Shares subject to such Company Share Option immediately prior to the REIT Merger Effective Time, whether or not vested or exercisable, and (y) the excess, if any, of the Company Common Share Merger Consideration over the exercise price or purchase price per share of such Company Share Option (the "Option Merger Consideration"). If the exercise price or purchase price per share of any such Company Share Option is equal to or greater than the Company Common Share Merger Consideration, such Company Share Option shall be cancelled without any cash payment being made in respect thereof. The Company Common Share Merger Consideration and the Option Merger Consideration shall be collectively referred to herein as the "Merger Consideration."
Company Share Options. (a) At the Effective Time, unless otherwise agreed by Parent and any affected Company Share Option holder, each outstanding Company Share Option (whether vested or unvested) shall be converted into an option to purchase, on the same terms and conditions as such Company Share Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock (rounded up to the nearest whole share) that the holder of such Company Share Option would have been entitled to receive pursuant to the provisions of this Article II had such holder exercised such Company Share Option immediately prior to the Effective Time, at an exercise price per share of Parent Common Stock (rounded down to the nearest whole cent) equal to (x) the aggregate existing exercise price for the Company Shares purchasable pursuant to such Company Share Option divided by (y) the number of shares of Parent Common Stock for which the Company Stock Option will become exerciseable.
(b) Within 20 Business Days after the Effective Time, Parent shall deliver to the holders of Company Share Options notices setting forth such holders’ rights pursuant to the relevant Company Plan and that the agreements evidencing the grants of such Company Share Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.10 after giving effect to the Merger). Parent shall assume and comply with the terms of the Company Plans and the conversion of each Company Share Option into an option to purchase Parent Common Stock pursuant to this Section 2.10 shall comply with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D), provided that the conversion of each Company Share Option that is intended to be an incentive stock option under Section 422 of the Code into an option to purchase Parent Common Stock shall comply with the requirements of Treasury Regulation Section 1.424-1(a). Company Share Options subject to Section 102 of the Israeli Tax Ordinance, under the “Capital Gains Track” pursuant to Section 102(b)(2) of the Israeli Tax Ordinance or any other special tax treatment, if applicable, prior to the Effective Time shall continue to qualify as options subject to Section 102(b)(2) of the Israeli Tax Ordinance or any other special tax treatment (as applicable) after the Effective Time.
(c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for deliv...
Company Share Options. (a) Effective as of the Effective Time, each then outstanding Company Share Option shall be assumed by Parent and shall be converted into an option (each, an “Assumed Stock Option”) to purchase a number of shares of Parent’s common stock (“Parent Common Stock”) (rounded down to the nearest whole share) equal to the product of the number of Shares subject to such Company Share Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio. The per share exercise price for the Parent Common Stock issuable upon exercise of such Assumed Stock Option shall be equal (rounded up to the nearest whole cent) to the exercise price per Share applicable to such Company Share Option immediately prior to the Effective Time divided by the Option Exchange Ratio (with Company Share Options with exercise prices in NT$ being assumed with an exercise price in US$ at the applicable NT$ to US$ exchange rate on the third business day prior to Closing as determined by Bloomberg (xxx.
Company Share Options. “Company Share Options” means each outstanding share option to purchase Company Ordinary Shares validly issued and not otherwise cancelled or terminated, which was granted under the Company Share Plan and any warrant to purchase Company Ordinary Shares.
