Common use of Effect on Options Clause in Contracts

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) each Unvested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive the Option Consideration as provided herein and without the payment of any interest. The Company shall use commercially reasonable efforts to provide, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For the avoidance of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach of the Company’s obligations under this Agreement. (b) The Closing Option Consideration payable to the holders of Vested Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled payroll date of the Company that occurs at least five (5) Business Days following the Effective Time, and the remaining portion of the Option Consideration payable to the holders of Vested Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, shall be paid on the first regularly scheduled payroll date of the Surviving Company that occurs at least five (5) Business Days following each such time as any such Option Consideration or other amounts become payable to such holder, if any. (c) The Option Consideration shall constitute the sole consideration payable in respect of all Vested Options, and no other consideration shall be paid in respect of any Vested Options. Promptly after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors shall take all necessary actions to cause each Option to be treated in accordance with Sections 1.03 and 1.12.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, (i) each Unvested Option that is outstanding immediately prior to the Effective Time and that is not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, for no without any payment of any consideration therefor; and (ii) each Vested In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration as provided herein and without the payment of any interestConsideration. The Company shall use commercially reasonable efforts to provideshall, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For , take all commercially reasonable actions as are reasonably necessary in order to effectuate the avoidance actions contemplated by this Section 1.03; provided that such actions shall expressly be conditioned upon the consummation of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach each of the Company’s obligations under other transactions contemplated hereby and shall be of no force or effect if this AgreementAgreement is terminated. (b) The Closing Option Consideration payable to the holders of Vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled normal payroll date of the Company that occurs at least five on or following the Effective Time (5and in any event within three (3) Business Days following the Effective TimeClosing Date), and the remaining portion of the Option Consideration payable to the holders of Vested In-the-Money Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested In-the-Money Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, shall be paid on the first regularly scheduled normal payroll date of the Surviving Company that occurs at least five (5and in any event within three (3) Business Days following such request) following each such time as any such Option Consideration or other amounts become becomes payable to such holder, if any. (c) The . In the event that any portion of the Option Consideration shall constitute is payable to a former employee of the sole consideration payable in respect of all Vested Options, and no other consideration shall be paid in respect of any Vested Options. Promptly after the execution of this Agreement and prior to the Effective TimeCompany, the Representative and the Company and its board of directors shall take all necessary actions cooperate to cause each Option make the payments (subject to be treated Section 1.13) due to such former employee in accordance with Sections 1.03 and 1.12a reasonable manner without placing an unreasonable burden on the Representative or the Company.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, each Unvested Option shall automatically be canceled cancelled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, extinguished and in consideration therefor, the holder thereof of any In-the-Money Option shall be entitled to receive the Option Consideration as provided herein and without the payment of any interest. The Company shall use commercially reasonable efforts to provide, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For the avoidance of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach of the Company’s obligations under this Agreement. (b) The Subject to Section 1.13 below, the Closing Option Cash Consideration payable to the holders of Vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options In-the-Money Option held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled normal payroll date of the Company that occurs at least five on or following the Effective Time (5but in any event within three (3) Business Days following the Effective TimeClosing Date), and the remaining portion of the Option Consideration payable to the holders of Vested In-the-Money Options and any other amounts received by the Seller Securityholder Representative pursuant to this Agreement that is payable to the holders of Vested In-the-Money Options and, at the request of the Seller Securityholder Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system (or otherwise as directed directly by the Surviving CompanyCompany in respect of any In-the-Money Option held by an individual other than a current or former employee of the Company or any of its Subsidiaries), other than the Stock Election Shares or the Contingent Consideration Shares (but including the cash equivalent thereof, to the extent applicable, in accordance with Section 1.11 or 1.16), shall be paid on the first regularly scheduled normal payroll date of the Surviving Company that occurs at least five (5but in any event within three (3) Business Days following the Closing Date) following each such time as any such Option Consideration or other amounts become payable to such holder, if any. The Parent shall direct its transfer agent on the Closing Date to issue, as promptly as practicable, the Stock Election Shares issuable in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Company to Parent prior to the Closing Date. The Contingent Consideration Shares (or cash equivalent thereof, as applicable) shall be issued to holders of In-the-Money Options in accordance with, and subject to the terms and conditions of, Section 1.16. (c) The Option Consideration consideration set forth in this Section 1.03 shall constitute the sole consideration payable in respect of all Vested Options, and no other additional consideration shall be paid in respect of any Vested Options. Promptly after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors shall take all actions reasonably necessary actions to cause each Option to be treated in accordance with Sections 1.03 this Section 1.03. All Options that are not, and 1.12do not become, In-the-Money Options prior to the date on which the final portion of the Option Consideration is payable shall not be entitled to any consideration; it being understood and agreed that such Options shall nevertheless be treated as having been automatically cancelled and extinguished at the Effective Time pursuant to Section 1.03(a).

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, (i) each Unvested Option that is outstanding immediately prior to the Effective Time and that is either (x) not then vested (it being understood that an Option that by its terms vests immediately prior to or upon consummation of the Merger shall be considered vested for purposes hereof) or (y) not an In-the-Money Option shall automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, for no without any payment of any consideration therefor; and (ii) each Vested vested In-the-Money Option that is outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration as provided herein and without the payment of any interestConsideration. The Company shall use commercially reasonable efforts to provideshall, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For , take all actions as are reasonably necessary in order to effectuate the avoidance actions contemplated by this Section 1.03 and to ensure that no holder of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company Options shall not have any further obligation rights from and after the Effective Time with respect to solicit execution thereofany Options except as expressly provided in this Section 1.03; provided, (y) that such actions shall expressly be conditioned upon the execution and delivery consummation of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach each of the Company’s obligations under other transactions contemplated hereby and shall be of no force or effect if this AgreementAgreement is terminated. (b) The Closing Option Consideration payable to the holders of Vested vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled payroll date of the Company that occurs at least five (5) Business Days promptly following the Effective Time and in no event later than the next Company payroll date following the fifth day that follows the Effective Time, and the . Any remaining portion of the Option Consideration payable to the holders of Vested vested In-the-Money Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options andshall, at the request of the Seller Representative, be paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by promptly following, and in no event later than the Surviving Companynext Company payroll following, shall be paid on the first regularly scheduled payroll date of fifth day that follows the Surviving Company that occurs at least five (5) Business Days following each such applicable time as any such remaining portion of the Option Consideration or other amounts become becomes payable to such holder, if any. (c) The Option Consideration shall constitute the sole consideration payable in respect of all Vested Options, and no other consideration shall be paid in respect of any Vested Options. Promptly after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors shall take all necessary actions to cause each Option to be treated in accordance with Sections 1.03 and 1.12.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) each Unvested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent by virtue of the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive the Option Consideration as provided herein Merger and without any further action on the payment part of the Company or of any interest. The Company shall use commercially reasonable efforts to provideSecurityholder, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period each Company Option that is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or unvested immediately prior to the Effective Time. For the avoidance of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder Time shall become fully vested and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition exercisable immediately prior to the Securities Purchase Closing or Effective Time in accordance with such Company Option’s terms and the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach terms of the Company’s obligations under this AgreementEquity Incentive Plan and shall become a Vested Option. (b) The Closing Option Consideration payable Upon the terms and subject to the holders conditions of Vested Options pursuant to Section 1.03(a) above shall be paid through this Agreement, at the Company’s payroll system (or directly Effective Time, by virtue of the Company in respect of Merger and without any Vested Options held by an individual other than a current or former employee further action on the part of the Company or of any of its Subsidiaries) on the first regularly scheduled payroll date of the Company Securityholder, each Option that occurs at least five (5) Business Days following is vested and outstanding immediately prior to the Effective TimeTime (a “Vested Option”) shall be canceled and converted automatically into the right to receive the Per Share Additional Consideration, and if any, allocated to such Vested Option in the remaining Allocation Certificate (the “Option Consideration”), it being understood that such Vested Option shall not be entitled to receive any portion of the Closing Merger Consideration. Any amount payable with respect to each Vested Option Consideration payable to the holders of Vested Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, Section 1.3(b) (if any) shall be paid on the first regularly scheduled payroll date of the Surviving Company that occurs at least five in accordance with Section 1.3(c) and (5) Business Days following each such time as any such Option Consideration or other amounts become payable to such holder, if anye). (c) The Notwithstanding anything to the contrary herein, with respect to any payment of Option Consideration (if any) to be made pursuant to Section 1.11, Parent shall have the option to pay the Option Consideration through the payroll of Parent, the Surviving Corporation or another Subsidiary of Parent (each, a “Payroll Entity”) in which case such Option Consideration shall constitute be paid, or caused to be paid, by Parent, or distributed by the sole consideration Transfer Agent (as applicable and subject to receipt of each applicable Company Securityholder’s executed Letter of Transmittal and any other documentation required or contemplated thereby in accordance with Section 1.4), to such Payroll Entity, if applicable, or, as determined by Parent, to the Exchange Agent for further payment to such Payroll Entity, if applicable. Such Payroll Entity shall distribute such Option Consideration to (1) the holders of the Employee Options through such Payroll Entity’s payroll system and (2) the holders of the Non-Employee Options through such Payroll Entity’s accounts payable in respect system (subject to, for each of all clauses (1) and (2), withholding pursuant to Section 1.12, as applicable), for each of clauses (1) and (2), no later than the [*] regularly scheduled payroll cycle that occurs at least [*] after the date such Option Consideration is paid to such Payroll Entity. It is the intent of the parties that payment of the Option Consideration that is owed to a holder of Vested OptionsOptions who is a U.S. taxpayer (“U.S. Optionholder”) be exempt from and/or comply with Section 409A of the Code, to the maximum extent possible, including Treasury Regulation 1.409A-3(i)(5)(iv)(A), and no other consideration shall that each Contingent Event be paid deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event a U.S. Optionholder is subject to excise tax under Section 409A of the Code, such U.S. Optionholder will solely bear the related tax liability with respect to any such excise tax owed under Section 409A of any Vested Options. Promptly after the execution of this Agreement and Code. (d) The Company shall, prior to the Effective Time, take or cause to be taken all actions as may be reasonably required to effect the treatment of Options pursuant to this Section 1.3 and to ensure that no holder of Options shall have any rights from and after the Effective Time with respect to any Option except as expressly provided in this Section 1.3; provided that such actions shall expressly be conditioned upon the consummation of the Transactions and shall be of no force or effect if this Agreement is terminated. (e) Any payment of Option Consideration (if any) to the holders of 102 Company Options, to Israeli employees or directors, will be deposited with the trustee appointed by the Company and its board of directors shall take all necessary actions to cause each Option to be treated in accordance with Sections 1.03 the provisions of the ITO and 1.12approved by the ITA (the “Trustee”), with respect to 102 Company Options to be held and released, subject to applicable mandatory withholding requirements, in accordance with the provisions of Section 102 of the ITO or any approval that may be issued by the ITA.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, (i) each Unvested Option that is outstanding immediately prior to the Effective Time and that is not an In-the-Money Option shall (x) if not previously vested, vest as of the Effective Time, and (y) automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, for no without any payment of any consideration therefor, subject to Section 1.03(c); and (ii) each Vested In-the-Money Option that is outstanding immediately prior to the Effective Time shall (x) if not previously vested, vest as of the Effective Time, and (y) automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration as provided herein and without the payment of any interestConsideration. The Company shall use commercially reasonable efforts to provideshall, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For , take all actions reasonably necessary in order to effectuate the avoidance actions contemplated by this Section 1.03; provided that such actions shall expressly be conditioned upon the consummation of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereof, the Company shall not have any further obligation to solicit execution thereof, (y) the execution and delivery of an Option Cancellation Agreement by any such Optionholder shall not be a condition to the Securities Purchase Closing or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach each of the Company’s obligations under other transactions contemplated hereby and shall be of no force or effect if this AgreementAgreement is terminated. (b) The Closing Option Consideration payable to the holders of Vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled regular payroll date of the Company that occurs at least five on or following the Effective Time (5and in any event within three (3) Business Days following the Effective TimeClosing Date), and the any remaining portion of the Option Consideration payable to the holders of Vested Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested In-the-Money Options and, at the request of the Seller Representative, other amounts received by the Representative pursuant to this Agreement that are payable to the holders of In-the-Money Options shall be paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, shall be paid on the first regularly scheduled normal payroll date of the Surviving Company that occurs at least five (5) Business Days following each such time as any such remaining portion of the Option Consideration or other amounts become becomes payable to such holder, if any, or, following each such time as such amount is received by the Surviving Company for payment to such holders, as the case may be. (c) The In the event that, after giving effect to adjustments contemplated by Section 1.10 or payments to Securityholders if any, payable pursuant to Section 1.05 or Section 9.06(b), Options that were deemed not to be In-the-Money Options based on the Per Share Closing Merger Consideration would have been In-the-Money Options if the payments contemplated thereby had been effected as of the Closing (or vice versa), then such Option Consideration shall constitute be deemed an In-the-Money Option, and the sole consideration Representative shall recalculate the Fully Diluted Shares, the Pro Rata Percentage, the Optionholder Percentage, the Stockholder Percentage and the resulting changes in amounts payable to all Securityholders after giving effect to the pro forma changes in respect treatment of all Vested such holders of Options, and no other consideration the Representative and the Surviving Company shall be paid in respect of any Vested Options. Promptly after adjust the execution of this Agreement distributions and prior to the Effective Time, the Company and its board of directors shall take all necessary actions to cause each Option payments to be treated in accordance with Sections 1.03 and 1.12made pursuant to Section 1.05, Section 1.10 or Section 9.06(b) to reflect such recalculations.

Effect on Options. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, each Option that is outstanding (iwhether vested or unvested) each Unvested Option immediately prior to the Effective Time shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration as provided herein and without the payment of any interestConsideration. The Company shall use commercially reasonable efforts to provideshall, by no later than seven (7) Business Days prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time, take all commercially reasonable actions as are reasonably necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder of Options shall have any rights from and after the Effective Time with respect to any Options except as expressly provided in this Section 1.03, provided that such actions shall expressly be conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated. For the avoidance of doubt, (w) after providing a form of Option Cancellation Notwithstanding anything in this Agreement to an Optionholder and requesting execution thereofthe contrary, the Company shall not have any further obligation to solicit execution thereofcause each Option, (y) the execution and delivery if any, with an exercise price per share of an Common Stock underlying each such Option Cancellation Agreement by any such Optionholder shall not be a condition greater than or equal to the Securities Purchase Per Share Closing Merger Consideration to be canceled and extinguished without any payment or the Merger Closing, and (z) the failure of any such Optionholder to execute an Option Cancellation Agreement shall not be deemed a breach of the Company’s obligations under this Agreementother consideration therefor. (b) The Closing Option Consideration payable to the holders of Vested Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled regular payroll date of the Company that occurs at least five on or following the Effective Time (5and in any event within three (3) Business Days following the Effective TimeClosing Date), and Parent and the Representative shall make arrangements to cause any remaining portion of the Option Consideration payable to the holders of Vested Options and any other amounts received by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, shall be paid on the first regularly scheduled regular payroll date of the Surviving Company that occurs at least five (5and in any event within three (3) Business Days following such request) following each such time as any such Option Consideration or other amounts become payable to such holderholder pursuant to this Agreement, if any. (c) The Option Consideration shall constitute the sole consideration payable in respect of all Vested Options, and no other consideration shall be paid in respect of any Vested Options. Promptly after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors shall take all necessary actions to cause each Option to be treated in accordance with Sections 1.03 and 1.12.

Effect on Options. (a) a. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) each Unvested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, for no consideration and (ii) each Vested Option shall automatically be canceled and extinguished, no longer be outstanding, and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive the Option Consideration as provided herein and without the payment of any interest. The Company shall use commercially reasonable efforts to provide, by no later than seven (7) Business Days immediately prior to the Closing Date (unless such seven (7) Business Day period is waived or shortened by the Parent), to each Optionholder that has not delivered an Option Cancellation Agreement on the date hereof a form Option Cancellation Agreement and request that each such Optionholder execute such Option Cancellation Agreement at or prior to the Effective Time. For the avoidance of doubt, (w) after providing a form of Option Cancellation Agreement to an Optionholder and requesting execution thereofClosing, the Company shall not have any further obligation to solicit execution thereof(i) accelerate the vesting of all outstanding unvested Options, (yii) the execution and delivery pay to each holder of an Option Cancellation Agreement by any such Optionholder shall not be a condition In-the-Money Options that has elected to surrender his or her Options to the Securities Purchase Company in accordance with Section 1.03(c) a cash payment in exchange therefor equal to the Closing or the Merger ClosingOption Consideration (it being understood that any remaining Option Consideration shall be payable in accordance with Sections 1.06 and 1.07), and (ziii) the failure cancel and extinguish each Option that is not an In-the-Money Option, without any payment of any consideration therefor. The Company shall, prior to the Closing, take all actions necessary in order to effectuate the actions contemplated by this Section 1.03 and to ensure that no holder of Options shall have any rights on or after the Closing with respect to any Options, except as expressly provided in this Section 1.03; provided that such Optionholder to execute an Option Cancellation Agreement actions shall not expressly be deemed a breach conditioned upon the consummation of the Company’s obligations under Acquisition and each of the other Transactions and shall be of no force or effect if this AgreementAgreement is terminated. (b) b. The Closing Option Consideration payable by the Company to the holders of Vested In-the-Money Options pursuant to Section 1.03(a) above shall be paid through the Company’s payroll system (or directly by the Company in respect of any Vested Options held by an individual other than a current or former employee of the Company or any of its Subsidiaries) on the first regularly scheduled payroll date of the Company that occurs at least five (5) Business Days within ten days following the Effective Time, and the Closing. Any remaining portion of the Option Consideration payable to the holders of Vested In-the-Money Options and any other amounts received shall be paid by the Seller Representative pursuant to this Agreement that is payable to the holders of Vested Options and, at the request of the Seller Representative, paid to the Surviving Company for payment through the Surviving Company’s payroll system or otherwise as directed by the Surviving Company, shall be paid on the first regularly scheduled payroll date of the Surviving Company that occurs at least five (5) Business Days promptly following each such time as any such remaining portion of the Option Consideration or other amounts become becomes payable to such holder, if any. c. Not less than ten (c10) The Option Consideration Business Days prior to the Closing Date, the Company shall constitute (i) notify all holders of outstanding Options that such Options will terminate on the sole Closing without any payment of any consideration payable therefor other than any payment due in respect of all Vested OptionsIn-the-Money Options in accordance with Section 1.03(a) and (ii) provide each holder of In-the-Money Options with the right to surrender his or her options to the Company in exchange for a cash payment pursuant to this Section 1.03 by executing and delivering to the Company notices (in a form reasonably satisfactory to Parent) of surrender of their Options no later than five (5) Business Days prior to the Closing Date (the “Option Surrender Notices”). The Company shall promptly deliver to Buyer, and no other consideration in any case not less than three (3) Business Days prior to the Closing Date, copies of all Option Surrender Notices. d. The Company shall, and Buyer shall be paid cause the Company to, make an election under subsection 110(1.1) of the Income Tax Act (Canada), as amended (the “ITA”) in respect connection with the surrender of Options in accordance with this Section 1.03 and provide evidence in writing of such election in accordance with the prescribed requirements of the ITA. e. No Person who is not a Seller may exercise any Vested Options. Promptly Option after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors shall take all necessary actions to cause each Option to be treated in accordance unless such Person executes a Joinder Agreement concurrently with Sections 1.03 and 1.12such exercise.