Company Share Plans. (a) At the Effective Time, the Company shall (i) terminate the Company Share Plans and any award agreements or other relevant agreements entered into under the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) cancel each Company Option that is outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is outstanding, whether or not vested. (b) Each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(d)) equal to the excess, if any, of the Per ADS Merger Consideration over the Exercise Price of such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall be entitled to a cash amount (without interest and subject to Section 2.02(d)) equal to $1.9305 with respect to each such Vested Company Option. (c) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided with an employee incentive award by Parent, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU. (d) Notwithstanding anything herein to the contrary, any payment under this Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, in accordance with Section 2.04(i). (e) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable following the date hereof and in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section 2.02. (f) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options the amounts required pursuant to Section 2.02(b) as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices.
Appears in 1 contract
Samples: Merger Agreement (iClick Interactive Asia Group LTD)
Company Share Plans. (a) At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements or other relevant agreements entered into under the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) cancel each Company Option that is outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is outstanding, whether or not vested.
(b) Each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(d2.02(f)) equal to (i) the excess, if any, of the Per ADS Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option (assuming such holder exercises such Vested Company Option in full immediately prior to the Effective Time); provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor.
(c) Each former holder (or his or her designee) of an Unvested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Unvested Company Option.
(d) Each former holder (or his or her designee) of a Vested Company RSU, which is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(d2.02(f)) equal to $1.9305 the Per Share Merger Consideration with respect to each such Vested Company OptionRSU.
(ce) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided issued with an employee incentive award by Parentaward, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially Parent that comply with the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(df) Notwithstanding anything herein to the contrary, any Any payment under this Section Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, and each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in accordance with Section 2.04(i)respect thereof. Each former holder of Company Options or Company RSUs shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section 2.02.
(eg) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable following the date hereof and but in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section Section 2.02.
(fh) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options and each holder of Vested Company RSUs, the amounts required pursuant to Section Section 2.02(b) and Section 2.02(d) as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices.
Appears in 1 contract
Samples: Merger Agreement (Sina Corp)
Company Share Plans. (a) At the Effective Time, the The Company shall (i) terminate the Company Share Plans and any relevant award agreements or other relevant agreements entered into under the Company Share Plans, including for Plans at the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), Effective Time and (ii) cancel provide for the treatment of each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, in accordance with this Section 2.02.
(b) Each former Subject to Section 2.02(e), each holder (or his or her designee) of a Vested Company Option shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (for but in any event no later than thirty (30) Business Days after the avoidance Closing Date) pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(f)) equal to (i) the excess, if any, of doubtthe Per Share Merger Consideration over the Exercise Price of such Vested Company Option, excluding multiplied by (ii) the number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option which has been is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor.
(c) Subject to Section 2.02(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holders of the Unvested Company Options, each Unvested Company Option shall be assumed by Holdco and converted into ADSsan option to purchase shares of common stock of Holdco (“Holdco Common Stock”). Except as otherwise set forth in this Agreement, each assumed Unvested Company Option (each, an “Assumed Unvested Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Share Plan and applicable award agreement relating thereto as in effect immediately prior to the Effective Time, except that is (A) each Assumed Unvested Option shall be exercisable for that number of whole shares of Holdco Common Stock equal to the product obtained by multiplying the number of Shares that were issuable upon exercise of such Assumed Unvested Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole number of shares of Holdco Common Stock; (B) the per share exercise price for each share of Holdco Common Stock issuable upon exercise of such Assumed Unvested Option shall be equal to the quotient obtained by dividing the exercise price per Share at which such Assumed Unvested Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent and (C) each Assumed Unvested Option shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Unvested Company Options held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Unvested Company Option shall not be entitled to payment of any consideration therefor.
(d) Subject to Section 2.02(e), at the Effective Time, each Company RSU shall be assumed by Holdco and converted into a restricted stock unit award with respect to a number of shares of Holdco Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of Shares subject to such Company RSU by (y) the Exchange Ratio (“Converted RSUs”), and such Converted RSUs will be subject to the same terms and conditions (including the same vesting conditions and provisions relating to vesting acceleration, if any) as were applicable to such Company RSUs immediately prior to the Effective Time, except that each Converted RSU shall be subject to the terms and conditions set forth in the Award Amendment. Notwithstanding the foregoing, the Company RSUs held by an individual who does not sign the Award Amendment prior to the Effective Time shall not be assumed by Holdco but shall instead be cancelled, and the holder of any such Company RSUs shall not be entitled to payment of any consideration therefor.
(e) Each of the Company Options and/or Company RSUs granted to
(A) the Persons set forth on Part I of Schedule 2.02 hereto, whether vested or unvested, that are cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practicespractices (but in any event no later than thirty (30) Business Days after the Closing Date), a cash amount (without interest and subject to Section 2.02(d2.02(f)) equal determined as follows: (x) in the case of Company Options, the cash payment shall be determined in a manner consistent with the provisions applicable to Vested Options under Section 2.02(b) and (y) in the excesscase of Company RSUs, if any, of the cash amount shall be determined by multiplying the Per ADS Share Merger Consideration over by the Exercise Price number of Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall be entitled to a cash amount (without interest and subject to Section 2.02(d)) equal to $1.9305 with respect to each such Vested Company Option.RSUs;
(cB) Each former holder (or his or her designee) the Persons set forth on Part II of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided with an employee incentive award by Parent, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(d) Notwithstanding anything herein to the contrary, any payment under this Section Schedule 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, in accordance with Section 2.04(i).
(e) As promptly treated as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee follows by virtue of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable following the date hereof and in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section 2.02.
(f) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options the amounts required pursuant to Section 2.02(b) as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices.Merger:
Appears in 1 contract
Company Share Plans. (a) At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements or other relevant agreements entered into under the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested.
(b) Each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, in exchange therefortherefor and by delivering a written election to the Company prior to the Shareholders Meeting, be entitled to elect to (x) be issued with an employee incentive award, to replace such Vested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company Option, or (y) be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to Time, but in any event no later than thirty (30) Business Days after the Company’s ordinary payroll practicesClosing Date, a cash amount (without interest and subject to Section 2.02(dSection 2.02(g)) equal to (i) the excess, if any, of the Per ADS Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (ii) the number of Shares underlying such Vested Company Option (assuming such holder exercises such Vested Company Option in full immediately prior to the Effective Time); provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Share Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefor. In the event that such holder of a Vested Company Option fails to deliver the written election to the Company prior to the Shareholders Meeting, such holder shall be deemed to have elected to be issued with an employee incentive award to replace such Vested Company Option according to (x).
(c) Each former holder (or his or her designee) of an Unvested Company Option that is cancelled at the Effective Time shall, in exchange therefor, be issued with an employee incentive award, to replace such Unvested Company Option, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Unvested Company Option.
(d) Subject to Section 2.02(f), each former holder (or his or her designee) of a Vested Company RSU, which is cancelled at the Effective Time shall, in exchange therefor and by delivering a written election to the Company prior to the Shareholders Meeting, be entitled to elect to (x) be issued with an employee incentive award, to replace such Vested Company RSU, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Vested Company RSU, or (y) be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time, but in any event no later than thirty (30) Business Days after the Closing Date, a cash amount (without interest and subject to Section 2.02(dSection 2.02(g)) equal to $1.9305 the Per Share Merger Consideration with respect to each Vested Company RSU. In the event that such holder of a Vested Company RSU fails to deliver the written election to the Company prior to the Shareholders Meeting, such holder shall be deemed to have elected to be issued with an employee incentive award to replace such Vested Company OptionRSU according to (x).
(ce) Each Subject to Section 2.02(f), each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided issued with an employee incentive award by Parentaward, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially Parent that comply with the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(df) Notwithstanding anything herein Each of the Company RSUs granted to the contraryPersons set forth on Schedule 2.02 hereto, any whether vested or unvested, that is cancelled at the Effective Time shall, except as otherwise agreed to in writing between such Persons and Parent, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time, a cash amount (without interest and subject to Section 2.02(g)) equal to (x) the Per Share Merger Consideration multiplied by (y) the number of Shares underlying such Company RSU.
(g) Any payment under this Section 2.02 Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, and each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in accordance with Section 2.04(i)respect thereof. Each former holder of Company Options or Company RSUs shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section 2.02.
(eh) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.022.02. As soon as practicable Promptly following the date hereof and but in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options or Company RSUs informing such holder of the treatment of such Company Options or Company RSUs contemplated by this Section 2.02Section 2.02.
(fi) Parent shall cause the Surviving Company to pay to each holder of Vested Company Options so elected in accordance with Section 2.02(b), each holder of Vested Company RSUs so elected in accordance with Section 2.02(d) and the Persons set forth on Schedule 2.02 hereto, the amounts required pursuant to Section 2.02(b), Section 2.02(b2.02(d) and Section 2.02(f) as soon as practicable after the Effective Time pursuant to Time, but in any event no later than thirty (30) Business Days after the Company’s ordinary payroll practicesClosing Date.
Appears in 1 contract
Company Share Plans. (a) At the Effective Time, each outstanding (as of immediately prior to the Effective Time) Company Option (other than a Rollover Option) held by an individual who is or was an employee, officer or director of, or consultant or advisor to, the Company, whether or not such Company Option is then exercisable and vested, shall be cancelled and, in consideration of such cancellation, Parent shall, or shall cause the Surviving Corporation to, pay to the holder of such Company Option, whether or not such Company Option is then exercisable and vested, an amount in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of such Company Option and (y) the number of Shares subject thereto (such payment, if any, to be net of applicable withholding and excise taxes). The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) make all payments in accordance with this Section 3.03(a) promptly after the Effective Time.
(b) Prior to the Effective Time, the Company shall take all actions with respect to the Company Options and compensation plans or arrangements that are necessary to (i) terminate the Company Share Plans and any relevant award agreements or other relevant agreements entered into under applicable to the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares effective as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) cancel each Company Option that is outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is outstanding, whether or not vested.
(b) Each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(d)) equal to the excess, if any, of the Per ADS Merger Consideration over the Exercise Price of such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Merger Consideration, such Vested Company Option shall be cancelled and the holder of any such Vested Company Option shall be entitled to a cash amount (without interest and subject to Section 2.02(d)) equal to $1.9305 with respect to each such Vested Company Option.
(c) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided with an employee incentive award by Parent, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(d) Notwithstanding anything herein to the contrary, any payment under this Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, in accordance with Section 2.04(i).
(e) As promptly as practicable following the date hereof and in any event prior to the Effective Time, and (ii) give effect to the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under by this Section 2.023.03. As soon as practicable Promptly following the date hereof and in any event prior to the Effective Timehereof, the Company shall deliver a written notice to each holder of a Company Options or Company RSUs Option informing such holder of the treatment of such Company Options or Company RSUs Option contemplated by this Section 2.02Agreement.
(fc) Parent Prior to the Effective Time, the Company (or any committee thereof administering the Company Share Plans) shall cause the Surviving Company adopt such resolutions or take such other actions as may be required to pay to each holder of Vested provide that, 50,000 Company Options held by Mr. Sham granted under 2011 Omnibus Equity Plan of the amounts required pursuant Company (the “Rollover Options”) that are outstanding, fully vested and unexercised, if applicable, immediately prior to Section 2.02(b) as soon as practicable after the Effective Time pursuant shall as of the Effective Time, cease to represent a right to Shares of the Company and be eligible to be assumed by Parent. Parent shall assume all such Rollover Options as of the Effective Time and convert each such Rollover Options as of the Effective Time into Parent awards. After the Effective Time, the Rollover Options will otherwise continue to be subject to the Company’s ordinary payroll practicessame terms and conditions as were applicable to them immediately prior to the Effective Time and such additional terms and conditions as the Surviving Corporation and Mr. Sham may agree in writing.
Appears in 1 contract
Samples: Merger Agreement (Global-Tech Advanced Innovations Inc.)
Company Share Plans. (a) At the Effective Time, the Company shall (i) terminate the Company Share Plans and any relevant award agreements or other relevant agreements entered into under the Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure Schedule), (ii) cancel each Company Option that is then outstanding and unexercised, whether or not vested or exercisable, and (iii) cancel each Company RSU that is then outstanding, whether or not vested, and (iv) cancel each Company Restricted Share that is then outstanding, whether or not vested.
(b) Each Except as contemplated in Section 2.02(e), each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiariesissued with an employee incentive award, as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices, a cash amount (without interest and subject to Section 2.02(d)) equal to the excess, if any, of the Per ADS Merger Consideration over the Exercise Price of replace such Vested Company Option; provided, on terms and conditions reasonably determined by Parent that if comply with the Exercise Price of any such Vested Company Option is equal to or greater than the Per ADS Merger Consideration, such Vested Company Option shall be cancelled Share Plans and the holder of any such Vested Company Option shall be entitled to a cash amount (without interest and subject to Section 2.02(d)award agreement(s) equal to $1.9305 with respect to each such Vested Company Option.
(c) Each former holder (or his or her designee) of an Unvested a Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided issued with an employee incentive award by Parentaward, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially Parent that comply with the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(d) Notwithstanding anything herein to Except as contemplated in Section 2.02(f), each former holder (or his or her designee) of a Company Restricted Share that is cancelled at the contrary, any payment under this Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirementsEffective Time shall, in accordance exchange therefor, be issued with Section 2.04(i)an employee incentive award, to replace such Company Restricted Share, on terms and conditions reasonably determined by Parent that comply with the Company Share Plans and the award agreement(s) with respect to such Company Restricted Share.
(e) Each person set forth in Schedule B (or his designee) who is a holder of a Company Option that is cancelled at the Effective Time shall, in exchange therefor, receive an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the Exercise Price, multiplied by (ii) the number of Shares underlying such Company Option.
(f) Each person set forth in Schedule B (or his designee) who is a holder of a Company Restricted Share that is cancelled at the Effective Time shall, in exchange therefor, receive an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the applicable exercise price, multiplied by (ii) the number of Shares underlying such Company Restricted Share.
(g) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable Promptly following the date hereof and but in any event prior to the Effective Time, the Company shall deliver a written notice to each holder of Company Options Options, Company RSUs or Company RSUs Restricted Shares informing such holder of the treatment of such Company Options Options, Company RSUs or Company RSUs Restricted Shares contemplated by this Section Section 2.02. The Company shall take all reasonable actions necessary to ensure that, neither Parent nor the Surviving Company will be required to issue Shares or other share capital of the Company or the Surviving Company to any person pursuant to the Company Share Plans or in settlement of any Company Option, Company RSU or Company Restricted Share (as applicable) other than contemplated by this Section 2.02.
(fh) Parent Any payment under this Section 2.02 shall cause the Surviving Company to pay to each holder of Vested Company Options the amounts required pursuant to Section 2.02(b) as soon as practicable after the Effective Time be made pursuant to the Company’s ordinary payroll practicespractices at or as soon as practicable (and in any event no more than 30 days) after the Effective Time and subject to all applicable Taxes and Tax withholding requirements, each applicable withholding agent shall be entitled to withhold Taxes under applicable Tax Law in respect thereof, and each former holder of Company Options, Company RSUs or Company Restricted Shares shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section 2.02.
Appears in 1 contract
Company Share Plans. (a) At The Company Board will take all action necessary such that, at the Effective Time, the each option to purchase shares of Company shall (i) terminate the Common Stock outstanding under any Company Share Plans and any award agreements or other relevant agreements entered into under the Plan (each, a “Company Share Plans, including for the avoidance of doubt, the cancellation of all authorized but unissued Shares under the Company Share Plans (which numbers of Shares as of the date of this Agreement are set forth in Schedule 2.02(a) of the Company Disclosure ScheduleStock Option”), (ii) cancel each Company Option that is outstanding and unexercised, whether or not vested or exercisable, will be canceled and (iii) cancel each Company RSU that is outstanding, whether or not vested.
(b) Each former holder (or his or her designee) of a Vested Company Option (for the avoidance of doubt, excluding any Vested Company Option which has been converted into ADSs) that is cancelled at the Effective Time shall, right to receive an amount in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time pursuant cash equal to the Company’s ordinary payroll practices, a cash amount product of (without interest and subject to Section 2.02(d)i) equal to the excess, if any, of the Per ADS Merger Consideration over the Exercise Price applicable exercise price of such Vested the Company Option; providedStock Option multiplied by (ii) the total number of Company Common Shares subject to the Company Stock Option (whether or not vested or exercisable). As promptly after the Effective Time as reasonably practicable, that if the Exercise Price of any such Vested Company Option is equal Parent will pay or cause to or greater than be paid the Per ADS Merger Consideration, such Vested Company Option shall be cancelled and the foregoing amount to each holder of any such Vested a Company Option shall be entitled Stock Option.
(b) Each Company Common Share outstanding as of the Effective Time which was granted under a Company Share Plan and which is subject to a cash amount risk of forfeiture (without interest and subject “Company Restricted Shares”) will be deemed fully vested as of the Effective Time in accordance with the terms of the applicable plan and, in full settlement thereof (net of applicable withholding in accordance with the Company’s practices prior to the date of this Agreement), will be converted into the right to receive the Merger Consideration in accordance with Section 2.02(d)) equal 2. To the extent that amounts are withheld from the consideration otherwise payable to $1.9305 with holders of Company Restricted Shares, the withheld amounts will be treated for all purposes of this Agreement as having been paid to the holders in respect to each such Vested Company Optionof which the withholding was made.
(c) Each former holder (or his or her designee) of an Unvested Company RSU that is cancelled at the Effective Time shall, in exchange therefor, be provided with an employee incentive award by Parent, to replace such Unvested Company RSU, on terms and conditions reasonably determined by Parent, which shall be substantially the same as the terms and conditions (including as to vesting) under the applicable Company Share Plans and the award agreement(s) with respect to such Unvested Company RSU.
(d) Notwithstanding anything herein to the contrary, any payment under this Section 2.02 shall be subject to all applicable Taxes and Tax withholding requirements, in accordance with Section 2.04(i).
(e) As promptly as practicable following the date hereof and in any event prior to the Effective Time, the Company, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions reasonably necessary to effect the provisions of this Section 2.02, including entering into agreements with holders of the Company Options and Company RSUs, as applicable, to ensure that all such holders have agreed to and the Company can effect all of the cancellations, payments and exchange transactions with such holders as contemplated under this Section 2.02. As soon as practicable following the date hereof and in any event prior Prior to the Effective Time, the Company shall deliver a written notice will (i) adopt such resolutions or take such other actions as may be required to each holder effect the foregoing provisions of this Section 2.5, and (ii) take all steps necessary to cause any dispositions of shares of Company Options Common Stock or Company RSUs informing such holder of other securities (including options and any other derivative securities) resulting from the treatment of such Company Options Merger or Company RSUs the other transactions contemplated by this Section 2.02Agreement by each officer or director or the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated thereunder, with all such steps to be taken in accordance with the requirements of the Exchange Act.
(fd) Parent shall cause Effective upon the Surviving date of this Agreement, the Company Board will adopt appropriate resolutions and take all other actions necessary and appropriate to pay provide each participant’s outstanding right to each holder purchase shares of Vested Company Options Common Stock under the amounts required pursuant Company's Employee Stock Purchase Plan (the “ESPP”) will terminate on the day immediately prior to Section 2.02(b) as soon as practicable after the day on which the Effective Time pursuant occurs, except that all amounts allocated to each participant’s account under the ESPP as of such date will thereupon be used to purchase from the Company whole shares of Company Common Stock at the applicable price determined under the terms of the ESPP for then outstanding offering periods using such date as the final purchase date for each such offering period, and the ESPP will terminate immediately following the purchase of Company Common Stock on the date prior to the Company’s ordinary payroll practicesday on which the Effective Time occurs. The Company Board will not take any action that would allow any Company Personnel to begin participating in the ESPP or that would permit any existing participant to increase his or her participation in the ESPP.
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