Common use of Seller Stock Options Clause in Contracts

Seller Stock Options. (i) At the Effective Time, each Seller Stock Option (other than options granted under the Seller ESPP) that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into a right to purchase from Seller or any other Person Parent Ordinary Shares in an amount and at an exercise price determined as provided in this Section 3.1(e) (and otherwise subject to the terms of the Seller Stock Plans (other than the Seller ESPP) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock Option’’). The number of Parent Ordinary Shares to be subject to each Reclassified Stock Option shall be equal to (w) the product of (A) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (B) the Merger Consideration and (C) the Euro Exchange Rate, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The exercise price per Parent Ordinary Share under each Reclassified Stock Option shall be expressed in Euros and shall be equal to (1) the product of (w) the exercise price per share of Seller Common Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time and (x) the Euro Exchange Rate, divided by (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that such exercise price shall be rounded up to the nearest whole Euro cent. Notwithstanding the foregoing, each Seller Stock Option which is an ‘‘incentive stock option’’ shall be adjusted in a manner consistent with Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. For the sake of clarity, the vesting schedule for each of the Seller Stock Options shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject to the existing vesting schedules and other terms of the applicable grant.

Seller Stock Options. (i) At The Seller and the Company shall take all action reasonably necessary so that, immediately prior to the Effective Time, each stock option (the “Seller Stock Option (other than options Options”) heretofore granted under the Seller ESPP) that is Stock Option Plan and outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and the Effective Time shall be converted automatically into a right an option to purchase from Seller or any other Person Parent Ordinary Shares in an amount and at an exercise price determined as provided in this Section 3.1(e) (and otherwise subject to the terms a number of the Seller shares of Company Common Stock Plans (other than the Seller ESPP) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock “Converted Option’’). The number of Parent Ordinary Shares to be subject to each Reclassified Stock Option shall be ”) equal to (w) the product of (A) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to multiplied by the Effective Time and Option Exchange Ratio (B) the Merger Consideration and (C) the Euro Exchange Rate, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, provided that any fractional shares share resulting from such multiplication shall be rounded down to the nearest whole numbershare). The exercise price per Parent Ordinary Share under each Reclassified Stock terms and conditions of the Converted Option shall be expressed in Euros otherwise remain the same as the terms and shall be equal to (1) conditions of the product of (w) Seller Stock Option, except that the exercise price per share of Seller Common Stock at which each Converted Option shall equal the exercise price per share of such Seller Stock Option was exercisable immediately prior to the Effective Time and (x) the Euro Exchange Rate, divided by the Option Exchange Ratio (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, provided that such exercise price shall be rounded up to the nearest whole Euro cent). Notwithstanding The Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Company Common Stock for delivery upon exercise of the foregoingConverted Options. The Company shall use its reasonable best efforts to cause the registration of the shares of Company Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, and, thereafter, the Company shall file one or more registration statements on appropriate forms with respect to shares of Company Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. As soon as practicable after the Effective Time, the Company shall deliver or cause to be delivered to each holder of Converted Options an appropriate notice setting forth such holder’s rights pursuant to the Seller Stock Option Plan and agreements evidencing the grants of such Converted Options, after giving effect to the transactions hereunder. The adjustments provided in this Section 3.17 with respect to any Seller Stock Options which is an ‘‘are “incentive stock option’’ options” (as defined in Section 422 of the Code) shall be adjusted and are intended to be effected in a manner which is consistent with Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h424(a) of the Code. For Code and, to the sake of clarityextent it is not so consistent, the vesting schedule for each such Section 424(a) of the Seller Stock Options Code shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject override anything to the existing vesting schedules and other terms of the applicable grantcontrary contained herein.

Seller Stock Options. (i) At the Effective Time, all rights with respect to Seller Common Stock pursuant to Seller Stock Options which immediately prior to the Effective Time, constitute incentive stock options within the meaning of Section 422 of the Internal Revenue Code ("Incentive Seller Stock Options") that are outstanding at the Effective Time, whether or not then exercisable, shall be converted into and become rights with respect to Buyer Common Stock, and Buyer shall assume each Incentive Seller Stock Option (other than options granted under the Seller ESPP) that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into a right to purchase from Seller or any other Person Parent Ordinary Shares in an amount and at an exercise price determined as provided in this Section 3.1(e) (and otherwise subject to accordance with the terms of the stock option plan governing outstanding Buyer employee stock options, or, at the election of each holder of such option shall be deemed to be exercised at the Effective Time. From and after the Effective Time, (i) each Incentive Seller Stock Plans Option assumed by Buyer shall be exercised solely for shares of Buyer Common Stock, (other than ii) the Seller ESPP) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock Option’’). The number of Parent Ordinary Shares to be shares of Buyer Common Stock subject to each Reclassified Incentive Seller Stock Option shall be equal to (w) the product of (A) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (B) multiplied by the Merger Consideration and (C) the Euro Exchange RateRatio, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The share of Buyer Common Stock and (iii) the per share exercise price per Parent Ordinary Share under each Reclassified Incentive Seller Stock Option shall be expressed in Euros and shall be equal to (1) adjusted by dividing the product of (w) the per share exercise price per share of Seller Common Stock at which under such Seller Stock Option was exercisable immediately prior to by the Effective Time Exchange Ratio and (x) the Euro Exchange Rate, divided by (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided, that such exercise price shall be rounded rounding up to the nearest whole Euro cent. Notwithstanding ; provided, however, that the foregoing, terms of each Seller Stock Option which shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The foregoing assumption shall be undertaken by Buyer in a manner that will comply with Section 424(a) of the Internal Revenue Code, as to any Seller Stock Option that is an ‘‘"incentive stock option’’ shall be adjusted in a manner consistent with Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. For the sake of clarity, the vesting schedule for each of the Seller Stock Options shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject to the existing vesting schedules and other terms of the applicable grant."

Seller Stock Options. (i) At the Effective Time, each Seller Stock Option (other than options granted under the Seller ESPPUK Stock Options) that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into a right an option to purchase from Seller or any other Person Parent Ordinary Shares shares of Buyer Common Stock in an amount and at an exercise price determined as provided in this Section 3.1(e2.1(e) (and otherwise subject to the terms of the Seller Stock Option Plans (other than the Seller ESPPUK Sub-plan) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock “Buyer Assumed Option’’”). The number of Parent Ordinary Shares shares of Buyer Common Stock to be subject to each Reclassified Stock Buyer Assumed Option shall be equal to (w) the product of (Ai) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (Bii) the Merger Consideration and (C) the Euro Exchange Rate, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective TimeRatio; provided, provided that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The exercise price per Parent Ordinary Share share of Buyer Common Stock under each Reclassified Stock Buyer Assumed Option shall be expressed in Euros and shall be equal to (1) the product of (wy) the exercise price per share of Seller Common Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time and (x) the Euro Exchange Rate, divided by (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective TimeExchange Ratio; provided, provided that such exercise price shall be rounded up to the nearest whole Euro cent. Notwithstanding the foregoing, each Seller Stock Option which is an ‘‘“incentive stock option’’ ” shall be adjusted in a manner consistent with as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. For the sake of clarity, the vesting schedule for each of the Seller Stock Options shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject to the existing vesting schedules and other terms of the applicable grant.

Seller Stock Options. (i) At the Effective Time, each Seller Stock Option (other than options granted under the Seller ESPPUK Stock Options) that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Seller Common Stock and shall be converted automatically into a right an option to purchase from Seller or any other Person Parent Ordinary Shares shares of Buyer Common Stock in an amount and at an exercise price determined as provided in this Section 3.1(e2.1(e) (and otherwise subject to the terms of the Seller Stock Option Plans (other than the Seller ESPPUK Sub-plan) and the agreements evidencing grants thereunder) (a ‘‘Reclassified Stock "Buyer Assumed Option’’"). The number of Parent Ordinary Shares shares of Buyer Common Stock to be subject to each Reclassified Stock Buyer Assumed Option shall be equal to (w) the product of (Ai) the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time and (Bii) the Merger Consideration and (C) the Euro Exchange Rate, divided by (x) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective TimeRatio; provided, provided that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The exercise price per Parent Ordinary Share share of Buyer Common Stock under each Reclassified Stock Buyer Assumed Option shall be expressed in Euros and shall be equal to (1) the product of (wy) the exercise price per share of Seller Common Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time and (x) the Euro Exchange Rate, divided by (2) the quotient obtained by dividing (y) the product of the Merger Consideration and the Euro Exchange Rate by (z) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective TimeExchange Ratio; provided, provided that such exercise price shall be rounded up to the nearest whole Euro cent. Notwithstanding the foregoing, each Seller Stock Option which is an ‘‘"incentive stock option’’ " shall be adjusted in a manner consistent with as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. For the sake of clarity, the vesting schedule for each of the Seller Stock Options shall not be accelerated solely as a result of the Merger and such Seller Stock Options shall remain subject to the existing vesting schedules and other terms of the applicable grant.