Common use of Company Stock Options and Company Warrants Clause in Contracts

Company Stock Options and Company Warrants. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a “Company Stock Option”) automatically becomes fully vested and exercisable upon consummation of the Offer (the “Trigger Event”) pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company’s payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Stock Option shall be cancelled and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under the Company Stock Plans or otherwise from and after the date hereof.

Company Stock Options and Company Warrants. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a “Company Stock Option”) automatically becomes fully vested and exercisable upon consummation of the Offer (the “Trigger Event”) pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, without any action on whether vested or unvested, will be converted into and become an option to purchase Parent Common Stock, and the part Company Stock Option Plan shall be assumed by Parent. All rights with respect to the Company Common Stock under each Company Stock Option assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the Company, Parent, Merger Subsidiary or number of shares of Parent Common Stock subject to each Company Stock Option assumed by Parent shall be determined by multiplying (x) the holder number of any shares of Company Common Stock that were subject to such Company Stock Option, shall be converted into the right to receive an amount as in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable effect immediately prior to the Effective Time. Any payment made , by (y) the Exchange Ratio, with the resulting number rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the exercise price per share for the Parent Common Stock issuable upon exercise of each assumed Company Stock Option will equal the quotient obtained from dividing (x) the exercise price per share for the Company Common Stock purchasable pursuant to this Section 3.08(a) the assumed Company Stock Option immediately prior to the holder Effective Time by (y) the Exchange Ratio, with the resulting exercise price rounded up to the nearest whole cent, and (iv) any restriction on the exercise of any assumed Company Stock Option shall be reduced by any income or employment Tax withholding required continue in full force and effect and the term, exercisability, vesting schedule, status as an “incentive stock option” under (i) Section 422 of the Code, if applicable, and other provisions of such Company Stock Option will otherwise remain unchanged; provided, however, that: (ii1) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To to the extent that provided under the terms of a Company Stock Option, such Company Stock Option assumed by Parent in accordance with this Section 1.6(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any amounts are so withheldstock split, those amounts division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time, (2) Parent’s Board of Directors or an authorized committee thereof will succeed to the authority and responsibility of the Company’s Board of Directors or any authorized committee thereof with respect to each Company Stock Option assumed by Parent, and (3) all references in the Company Stock Option Plan and applicable award agreements to the Company shall be treated as having been paid deemed to mean Parent. Notwithstanding anything to the holder contrary in this Section 1.6(a), the conversion of each Company Stock Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Stock Option will not constitute a “modification” of such Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of Section 409A or Section 424 of the Company Stock Options as promptly as practicable following Code. It is the cancellation intention of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company’s payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, parties that each Company Stock Option so assumed by Parent shall be cancelled qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and all to the extent such Company Stock Plans shall be terminated. The Company shall not grant any additional Option qualified as an incentive stock options or other stock-based compensation under option prior to the Company Stock Plans or otherwise from and after the date hereofEffective Time.

Company Stock Options and Company Warrants. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a “"Company Stock Option”") automatically becomes fully vested and exercisable upon consummation of the Offer (the “"Trigger Event”") pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company’s 's payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Stock Option shall be cancelled and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under the Company Stock Plans or otherwise from and after the date hereof.

Company Stock Options and Company Warrants. (a) The Company represents and warrants that As of the Effective Time, each option to acquire Shares granted under any In-the-Money Company Stock Plan Option (whether vested or any other agreement (eachunvested) that is outstanding as of immediately prior to the Effective Time shall, a “Company Stock Option”) automatically becomes fully vested and exercisable upon consummation by virtue of the Offer (the “Trigger Event”) pursuant to the terms of the Company Stock Plans Merger and without any action on the part of Parent, Purchaser, Merger Sub, the Company, Parentany Option Holder or any other Person, be cancelled in exchange for the right to receive a portion of the Merger Subsidiary or Consideration, without interest, equal to (A) the holder excess, if any, of any (1) the Per Share Closing Cash Consideration over (2) the exercise price with respect to such In-the-Money Company Stock Option, (B) the Per Share Adjustment Consideration, (C) the Per Share Escrow Release Amount, (D) the Per Share Earn-Out Payments and (E) the Per Share Equityholders’ Representative Fund Release Amount, in each case, when, as and if payable pursuant to this Agreement. At As of the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive that is not an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company’s payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each In-the-Money Company Stock Option shall be cancelled for no consideration. (b) Parent and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under Purchaser agree that, to the extent permitted by the terms of the Company Stock Plans or otherwise from Plan and after the other Employee Plans, the Company may provide Option Holders with an opportunity to exercise no later than the date hereofthat is 10 Business Days prior to the Closing Date any outstanding Company Stock Options (whether vested or unvested), so long as in each case (i) such Company Stock Options are settled in shares of Company Common Stock (and not, for clarity, in cash or other property) and (ii) the Company and each Option Holder settle in full their respective obligations in connection with such exercise, including by paying to the Company the applicable exercise price, no later than the date that is 10 Business Days prior to the Closing Date.