Common use of Company Stock Based Plans Clause in Contracts

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares other than rights granted under the ESPP (a “Company Option”) under the Company Compensation and Benefit Plans identified in Section 5.1(h)(i) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued (the “Company Stock Plans”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. At or prior to the Effective Time, the Company shall adopt such amendments to the Company Stock Plans, the board of directors of the Company shall adopt such resolutions, and the Company shall otherwise take all actions, as are necessary to effectuate the provisions of this Section 4.6(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans other than the ESPP pursuant to this Section 4.6, including the issuance (subject to Section 4.6(d)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.6.

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares other than rights granted under the ESPP (a “"Company Option”") under the Company Compensation and Benefit Plans identified in Section 5.1(h)(i5.1(b) of the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued or benefits measured by the value of Company Shares may be obtained (the “"Company Stock Plans”"), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (ix) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (iiy) the Exchange Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt such appropriate amendments to the Company Stock Plans, if necessary, and the board Board of directors Directors of the Company shall adopt such appropriate resolutions, and the Company shall otherwise take all actionsif necessary, as are necessary to effectuate the provisions of this Section 4.6(a4.4(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans other than the ESPP pursuant to this Section 4.64.4, including the issuance (subject to Section 4.6(d4.4(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.64.4.

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares other than rights granted under the ESPP (a “Company Option”) under the Company Compensation Company’s stock-based benefit plans and Benefit Plans identified in Section 5.1(h)(i) of under individual employment agreements to which the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued is a party (the “Company Stock PlansPlans ”), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (ix) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (iiy) the Exchange Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt such appropriate amendments to the Company Stock Plans, if applicable, and the board Board of directors Directors of the Company shall adopt such appropriate resolutions, and the Company shall otherwise take all actionsif applicable, as are necessary to effectuate the provisions of this Section 4.6(a4.5(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans other than the ESPP pursuant to this Section 4.64.5, including the reservation, issuance (subject to Section 4.6(d4.5(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.64.5.

Company Stock Based Plans. (a) At the Effective Time, each outstanding option to purchase Company Shares other than rights granted under the ESPP (a “Company Option”) under the Company Compensation Company’s stock-based benefit plans and Benefit Plans identified in Section 5.1(h)(i) of under individual employment agreements to which the Company Disclosure Letter as being the only Company Compensation and Benefit Plans pursuant to which Company Shares may be issued is a party (the “Company Stock Plans”Plans “), whether vested or unvested, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down up to the nearest whole number) of (ix) the number of Company Shares subject to the Company Option immediately prior to the Effective Time and (iiy) the Exchange Ratio, at an exercise price per share (rounded up down to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option price, exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall adopt such appropriate amendments to the Company Stock Plans, if applicable, and the board Board of directors Directors of the Company shall adopt such appropriate resolutions, and the Company shall otherwise take all actionsif applicable, as are necessary to effectuate the provisions of this Section 4.6(a4.5(a). Parent shall take all actions as are necessary for the assumption of the Company Stock Plans other than the ESPP pursuant to this Section 4.64.5, including the reservation, issuance (subject to Section 4.6(d4.5(c)) and listing of Parent Common Stock as necessary to effect the transactions contemplated by this Section 4.64.5.