Common use of Effect on Company Options Clause in Contracts

Effect on Company Options. (a) Immediately prior to, but contingent upon, the Closing, the Company shall take all reasonable actions necessary to provide that each option to purchase Ordinary Shares of the Company (each, a “Company Stock Option”) that is outstanding, unexpired and unexercised immediately prior to the Closing, shall be vested immediately prior to Closing (each, a “Vested Company Option”) and shall be cancelled as of the Closing and each holder thereof (each, a “Vested Optionholder”) shall cease to have any rights with respect thereto, except the right to receive the portion of the Purchase Price payable in respect thereof, as set forth in this Section 1.3 and the Vested Optionholder Agreements. At the Closing, on the terms and subject to the conditions of this Agreement, including the execution and delivery of the Vested Optionholder Agreements, each Vested Optionholder shall, without any further action on the part of Buyer, the Company or such Vested Optionholder, be entitled to receive, with respect to each Vested Company Option, the portion of the Purchase Price equal to (A) the Per Share Consideration less (B) the exercise price of each such Vested Company Option (the “Per Option Consideration”), as set forth opposite such Vested Optionholder’s name on the Spreadsheet provided in accordance with Section 6.13 (provided that the Per Option Consideration shall not be less than zero). (b) Notwithstanding the foregoing Section 1.3(a), with respect to the Per Option Consideration payable to any Vested Optionholder not resident in Singapore, Buyer may, in its sole discretion and by agreement with such Vested Optionholder, elect to substitute cash in the place of shares of Buyer Series B Common Stock otherwise payable to such Vested Optionholder pursuant to Section 1.3(a) above (such election, a “Cash Election”), in which case the Per Option Consideration payable to such Vested Optionholder shall consist of a cash payment equal to (A) the cash value of Per Share Consideration less (B) the exercise price of each such Vested Company Option. For purposes of the foregoing, the cash value of the Per Share Consideration shall be determined by applying the value of the Buyer Series B Common Stock as of the Closing Date pursuant to Section 10.11 (and without further adjustment) to any component of the Per Share Consideration that would otherwise be payable in shares of Buyer Series B Common Stock were no Cash Election made by Buyer. If Buyer exercises a Cash Election with respect to a Vested Optionholder, (i) the number of shares of Buyer Series B Common Stock comprising the Purchase Price shall be decreased by the number of shares of Buyer Series B Common Stock substituted for cash in connection with such Cash Election, (ii) the amount of cash comprising the Purchase Price shall be increased by an amount equal to the aggregate value (as determined in accordance with Section 10.11 and without further adjustment) of the shares of Buyer Series B Common Stock so substituted for cash in connection with such Cash Election, (iii) the amount of cash and number of shares of Buyer Series B Common Stock comprising the portion of the Holdback Amount attributable to such Vested Optionholder shall be adjusted proportionally in accordance with the adjustments to the Purchase Price set forth in clauses (i) and (ii) above, and (iv) such Cash Election shall be reflected in the Vested Optionholder Agreement of such Vested Optionholder and on the Spreadsheet provided in accordance with Section 6.13.

Effect on Company Options. (ai) Immediately As of immediately prior toto the First Effective Time, (A) each Company Option (or portion thereof) that is unvested but contingent uponwould have become vested on or before April 1, 2021, shall become vested, and (B) each Company Option shall terminate (including any vested and unvested portions thereof), except as to the Closingpayment rights with respect to each such Company Option provided in this Agreement. Prior to the First Effective Time, the Company shall take all reasonable actions necessary or advisable, including obtaining any consents, to provide that each option to purchase Ordinary Shares effect the cancellation and termination of the Company Option Plan, the Company Options, any promises or other rights to receive the Company Options, if any, and all other equity incentive plans as of the First Effective Time. All of the Company Options that are not Cashed-Out Company Options, if any, shall, without further action or on the part of any Person, (eachA) automatically cease to vest, a “(B) never become vested, (C) be forfeited, terminated and cancelled and of no further force or effect, without payment of any consideration therefor, and (D) no longer be deemed issued or outstanding for any purpose. (ii) Each Cashed-Out Company Stock Option”) that is outstanding, unexpired and unexercised immediately prior to the Closing, Option shall be vested immediately prior to Closing (each, a “Vested Company Option”) terminated and shall be cancelled as of the Closing First Effective Time and each the holder thereof shall have: (each1) the right to receive, pursuant to the terms of this Agreement and as set forth in the Distribution Allocation Statement, a portion of the Closing Cash Consideration (rounded down to the nearest whole cent) and Closing Equity Consideration in accordance with the Distribution Allocation Schedule (in the portions of Closing Cash Consideration and Closing Equity Consideration set forth therein) provided, that for each Cashed-Out Company Option that is not Beneficially Owned by an Accredited Investor, in Buyer’s and the Company’s reasonable determination (provided, further, that Buyer shall make the final determination in the event that Buyer and Company reasonably disagree on whether a holder is an Accredited Investor), such holder thereof shall receive an amount of cash equal to the value of such holder’s portion of the Closing Equity Consideration (as set forth in the Distribution Allocation Schedule) in lieu of receiving such portion of the Closing Equity Consideration (such amount of cash, in the aggregate, the “Vested OptionholderCash-Only Option Consideration” and all Closing Cash Consideration payable to holders of Cashed-Out Company Options, the “Aggregate Option Closing Cash Consideration”)); and (2) shall cease to have any rights with respect thereto, except the a contingent right to receive the applicable portion of the Purchase Price payable any payments made pursuant to Section 1.13 or Article VII with respect to each Cashed-Out Company Option, determined in respect thereof, accordance with this Agreement and as set forth in this Section 1.3 and the Vested Optionholder Agreements. At the Closing, on the terms and subject Distribution Allocation Schedule. (iii) Notwithstanding anything to the conditions of contrary contained in this Agreement, including no fractional share of Buyer Common Stock shall be issued in the execution and delivery First Merger. Each holder of the Vested Optionholder Agreements, each Vested Optionholder shall, without any further action on the part of Buyer, the Cashed-Out Company or such Vested Optionholder, Options who would otherwise be entitled to receive, with respect to each Vested Company Option, the portion a fraction of the Purchase Price equal to a share of Buyer Common Stock (A) the Per Share Consideration less (B) the exercise price of each such Vested Company Option (the “Per Option Consideration”), as set forth opposite such Vested Optionholder’s name on the Spreadsheet provided in accordance with Section 6.13 (provided that the Per Option Consideration shall not be less than zero). (b) Notwithstanding the foregoing Section 1.3(a), with respect to the Per Option Consideration payable to any Vested Optionholder not resident in Singapore, Buyer may, in its sole discretion and by agreement with such Vested Optionholder, elect to substitute cash in the place of after aggregating all fractional shares of Buyer Series B Common Stock that otherwise payable would be issued to such Vested Optionholder pursuant holder) will be entitled to Section 1.3(a) above (such election, a “Cash Election”), in which case the Per Option Consideration payable to such Vested Optionholder shall consist of a cash payment equal to (A) the cash value of Per Share Consideration less (B) the exercise price of each such Vested Company Option. For purposes of the foregoing, the cash value of the Per Share Consideration shall be determined by applying the value of the Buyer Series B Common Stock as of the Closing Date pursuant to Section 10.11 (and without further adjustment) to any component of the Per Share Consideration that would otherwise be payable in shares of Buyer Series B Common Stock were no Cash Election made by Buyer. If Buyer exercises a Cash Election with respect to a Vested Optionholder, (i) receive the number of shares of Buyer Series B Common Stock comprising rounded down to the Purchase Price shall nearest whole share; provided, that the Closing Cash Consideration to be decreased by the number of shares of Buyer Series B Common Stock substituted for cash in connection with paid to such Cash Election, (ii) the amount of cash comprising the Purchase Price Option Holder shall be increased by an amount equal to the aggregate value (as determined in accordance with Section 10.11 and without further adjustment) of the shares such fraction of a share of Buyer Series B Common Stock so substituted for cash in connection with such Cash Election, (iii) the amount of cash and number of shares of Buyer Series B Common Stock comprising the portion of the Holdback Amount attributable to such Vested Optionholder shall be adjusted proportionally in accordance with the adjustments to the Purchase Price set forth in clauses (i) and (ii) above, and Stock. (iv) such Cash Election Any payments to holders of Cashed-Out Company Options pursuant to this Section 1.8, whether made in the form of cash or equity, shall be reflected subject to withholding for all Tax amounts, if any, required to be withheld under applicable Law; provided, however, that any Tax amounts required to be withheld with respect to any equity consideration received in the Vested Optionholder Agreement respect of Cashed-Out Company Options shall be withheld from any cash consideration that is payable to such Vested Optionholder and on the Spreadsheet provided in accordance with Section 6.13holder pursuant to this Agreement.

Effect on Company Options. (a) Immediately prior toExcept as otherwise described in Section 2.9(a)(iii), but contingent uponat the First Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the ClosingCompany, the Company shall take all reasonable actions necessary to provide that Equityholders, each option to purchase Ordinary Shares of the Company (each, a “Company Stock Option”) Option that is outstanding, unexpired outstanding and unexercised immediately prior to the Closing, First Effective Time shall be vested immediately prior to Closing (each, a “Vested Company Option”) canceled and shall be cancelled as of the Closing extinguished and each holder thereof (each, of a “Vested Optionholder”) Company Option shall cease to have any rights with respect thereto, except thereto other than the right to receive the portion of the Purchase Price payable in respect thereof, as set forth in this Section 1.3 and the Vested Optionholder Agreements. At the Closing, on the terms and subject to the conditions of this Agreement, including the execution and delivery of the Vested Optionholder Agreements, each Vested Optionholder shall, without any further action on the part of Buyer, the Company or such Vested Optionholder, be entitled to receive, with respect to each Vested Company OptionOptions, together with a duly executed and completed Option Cancellation Letter, in the portion manner provided in Section 2.9: (i) in the case of the Purchase Price an Accredited Holder that is a holder of Vested Company Options, (A) an amount equal to (A1) the Per Common Share Merger Consideration less minus (2) the aggregate of the exercise prices of all such holder’s Vested Company Options, in the form of (x) Cash Consideration, and (y) Stock Consideration, in accordance with the percentages elected by such Accredited Holder in the Investor Certification Form (subject to Section 2.9(a)(iii)), minus (B) the exercise price Per Common Share Indemnification Escrow Amount, to be withheld and contributed to the Indemnification Escrow Fund, minus (C) the Per Common Share Adjustment Escrow Amount, to be withheld and contributed to the Adjustment Escrow Fund, minus (D) the Per Common Share Special Indemnification Escrow Amount, to be withheld and contributed to the Special Indemnification Escrow Fund, plus (E) any Additional Per Share Consideration, subject to (and without limiting any rights or remedies of each such the Parent Indemnified Parties under this Agreement) the obligation of the holder of Vested Company Option (Options that owns such share of Company Common Stock underlying Vested Company Options immediately prior to the “Per Option Consideration”)First Effective Time to return to Parent or the applicable Parent Indemnified Parties the amount so received as a result of such conversion to the extent such holder of Vested Company Options has, as set forth opposite at any time and from time to time, any unsatisfied payment obligations to such Vested Optionholder’s name on Parent Indemnified Parties pursuant to, and subject to the Spreadsheet provided in accordance with terms and conditions of, Section 6.13 (provided that the Per Option Consideration shall not be less than zero).2.15 and Article IX; and (bii) Notwithstanding in the foregoing Section 1.3(a)case of a holder of Vested Company Options that is a Non-Accredited Holder, with respect to the Per Option Consideration payable to any Vested Optionholder not resident in Singapore, Buyer may, in its sole discretion and by agreement with such Vested Optionholder, elect to substitute cash in the place amount of shares of Buyer Series B Common Stock otherwise payable to such Vested Optionholder pursuant to Section 1.3(a(A) above (such election, a “Cash Election”), in which case the Per Option Consideration payable to such Vested Optionholder shall consist of a cash payment an amount equal to (A1) the cash value Per Common Share Merger Consideration minus (2) the aggregate exercise prices of Per Share Consideration less all such holder’s Vested Company Options, in the form of Cash Consideration, minus (B) the exercise price of each such Vested Company Option. For purposes of Per Common Share Indemnification Escrow Amount, to be withheld and contributed to the foregoingIndemnification Escrow Fund, the cash value of minus (C) the Per Common Share Consideration shall Adjustment Escrow Amount, to be determined by applying withheld and contributed to the value of Adjustment Escrow Fund, minus (D) the Buyer Series B Per Common Stock as of Share Special Indemnification Escrow Amount, to be withheld and contributed to the Closing Date pursuant to Section 10.11 Special Indemnification Escrow Fund, plus (E) any Additional Per Share Consideration, (and without further adjustment) to limiting any component rights or remedies of the Per Share Consideration Parent Indemnified Parties under this Agreement) the obligation of the holder of Vested Company Options that would otherwise be payable in shares owns such share of Buyer Series B Company Common Stock were no Cash Election made by Buyer. If Buyer exercises a Cash Election with respect to a underlying Vested Optionholder, (i) the number of shares of Buyer Series B Common Stock comprising the Purchase Price shall be decreased by the number of shares of Buyer Series B Common Stock substituted for cash in connection with such Cash Election, (ii) the amount of cash comprising the Purchase Price shall be increased by an amount equal Company Options immediately prior to the aggregate value (as determined in accordance with Section 10.11 and without further adjustment) of the shares of Buyer Series B Common Stock so substituted for cash in connection with such Cash Election, (iii) the amount of cash and number of shares of Buyer Series B Common Stock comprising the portion of the Holdback Amount attributable First Effective Time to such Vested Optionholder shall be adjusted proportionally in accordance with the adjustments return to the Purchase Price set forth in clauses (i) and (ii) above, and (iv) such Cash Election shall be reflected in the Vested Optionholder Agreement of such Vested Optionholder and on the Spreadsheet provided in accordance with Section 6.13.Parent or the