Common use of Held by Continuing Employees Clause in Contracts

Held by Continuing Employees. Except as set forth in Section 1.3 of the Disclosure Schedule, effective as of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or any other Person, each Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall be assumed by Buyer and thereupon become a Buyer Option. Except as otherwise set forth in this Agreement, each Unvested Company Option so assumed by Buyer shall continue to have, and be subject to, the same terms and conditions (including vesting terms and any accelerated vesting provisions that may be applicable thereto) as in effect immediately prior to the Effective Time, except that (x) such assumed Unvested Company Option shall be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the number of Company Common Shares that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Common Stock and (y) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Unvested Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Share at which such assumed Unvested Company Option was exercisable immediately Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the Buyer Option, the number of shares purchasable pursuant to such Buyer Option and the terms and conditions of exercise of such Buyer Option shall in all events be determined in order to comply with Section 409A of the Code, and in the case of any Unvested Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code.

Held by Continuing Employees. Except as set forth in Section 1.3 of the Disclosure Schedule, effective Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or any other Person, each Unvested Company Option that is held by a Continuing Employee and is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall be assumed by Buyer and thereupon become as a Buyer Option. Except as otherwise set forth in this Agreement, each such Unvested Company Option so assumed by Buyer pursuant to this Section 1.3(c)(ii)(A) shall continue to have, and be subject to, the same terms and conditions (including vesting terms and any accelerated vesting provisions that may be applicable thereto) set forth in the Plan and the option agreements relating thereto (which, for the avoidance of doubt, may include employment agreements, offer letters or side letters entered into by and between the Company and each such optionee), as in effect immediately prior to the Effective Time, except that (x) such assumed Unvested Company Option shall be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the number of Company Common Ordinary Shares that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Common Stock and (y) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Unvested Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Ordinary Share at which such assumed Unvested Company Option was exercisable immediately Effective Time prior to the Closing Date by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the Buyer Option, the number of shares purchasable pursuant to such Buyer Option and the terms and conditions of exercise of such Buyer Option shall in all events be determined in order to comply with Section 409A of the Code, and in the case of any Unvested Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code.

Held by Continuing Employees. Except as set forth in Section 1.3 of the Disclosure Schedule, effective Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or any other Person, each Unvested Company Option that is held by a Continuing Employee and is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall be assumed by Buyer and thereupon become a Buyer Acquiror as an Acquiror Option. Except as otherwise set forth in this AgreementAgreement or in a Key Employee Offer Letter, each Unvested such Company Option so assumed by Buyer Acquiror pursuant to this Section 1.3(c)(ii) shall continue to have, and be subject to, substantially the same terms and conditions (including vesting terms terms) set forth in the Plan and any accelerated vesting provisions that may be applicable the option agreements relating thereto) , as in effect immediately prior to the Effective Time, except that (x) such assumed Unvested Company Option shall be exercisable for that number of whole shares of Buyer Acquiror Common Stock equal to the product of the number of shares of Company Common Shares Stock that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Acquiror Common Stock and (y) the per share exercise price for the shares of Buyer Acquiror Common Stock issuable upon exercise of such assumed Unvested Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Share Stock at which such assumed Unvested Company Option was exercisable immediately Effective Time prior to the Closing Date by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the Buyer Optionoption, the number of shares purchasable pursuant to such Buyer Option option and the terms and conditions of exercise of such Buyer Option option shall in all events be determined in order to comply a manner that complies with Section 409A of the Code, and in the case of any Unvested Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code.

Held by Continuing Employees. Except as set forth in Section 1.3 of the Disclosure Schedule, effective Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or any other Person, each Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall be assumed by Buyer and thereupon become a Buyer Option. Except as otherwise set forth in this Agreement, each Unvested Company Option so assumed by Buyer shall continue to have, and be subject to, the same terms and conditions (including vesting terms and any accelerated vesting provisions that may be applicable thereto) as in effect immediately prior to the Effective Time, except that (x) such assumed Unvested Company Option shall be exercisable for that number of whole shares of Buyer Common Stock equal to the product of the number of Company Common Shares that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number of shares of Buyer Common Stock and (y) the per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Unvested Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Share at which such assumed Unvested Company Option was exercisable immediately Effective Time by the Exchange Ratio, with the result rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the Buyer Option, the number of shares purchasable pursuant to such Buyer Option and the terms and conditions of exercise of such Buyer Option shall in all events be determined in order to comply with Section 409A of the Code, and in the case of any Unvested Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, Section 424 of the Code.