Common use of Stock Options and Other Equity Awards Clause in Contracts

Stock Options and Other Equity Awards. Upon the Effective Time, each then-outstanding option to purchase Company Common Stock (a “Company Option”), whether or not vested, granted under the Company’s equity compensation plans (collectively, the “Company Stock Plans”), shall be cancelled and, in exchange therefore, the Buyer shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Effective Time a cash amount equal to the product of (i) the excess, if any, of the Merger Consideration per share of Company Common Stock over the exercise price per share and (ii) the number of shares of Company Common Stock covered by the Company Option, subject to applicable income and employment withholding Taxes (as defined below); provided that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration per share, such Company Option shall be canceled without any cash payment being made in respect thereof. The Company shall take such action prior to the Effective Time as is necessary to ensure that Company Options will have been extinguished as of the Effective Time. Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock held under the Company Stock Plans shall be fully vested and shall be subject to the provisions of Section 2.4, subject to applicable income and employment withholding Taxes (the “Restricted Shares”). Each such share shall be converted into the right to receive the Merger Consideration as contemplated by Section 2.4.

Stock Options and Other Equity Awards. Upon Immediately prior to the Effective Time, the Company shall cause each then-then outstanding option to purchase Company Common Stock (a “Company Stock Option”), whether or not vested, ) and each then outstanding restricted stock unit (a “Company RSU”) granted under the Company’s equity compensation plans (collectivelyto be converted into the right to receive a cash payment which, in the “case of a Company Stock Plans”)Option, shall be cancelled and, in exchange therefore, the Buyer shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Effective Time a cash amount equal to the product of (i) the excess, if any, of the Merger Consideration per share of Company Common Stock over the exercise price per share share, and (ii) the number of shares of Company Common Stock covered by the Company Stock Option, and, in the case of a Company RSU, shall be equal to the Merger Consideration per share of Company Common Stock covered by the Company RSU. The Company shall make such payments at the Effective Time or make appropriate arrangements to have such payments made as soon as practicable after the Effective Time, subject to applicable income and employment withholding Taxes (as defined below); provided that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration per share, such Company Option shall be canceled without any cash payment being made in respect thereofTax withholding. The Company shall take such action prior to the Effective Time as is necessary to ensure that Company Options will have been extinguished as of At the Effective Time, any previously outstanding Company Stock Option which shall not have been exercised or converted into cash or the right to receive cash will be terminated. Immediately prior to the Effective Time, any then-then outstanding restricted shares of Company Common Stock held under the Company Stock Plans Company’s equity compensation plans shall be fully vested and shall be subject to the provisions of Section 2.4, subject to applicable income and employment withholding Taxes (the “Restricted Shares”). Each such share shall be converted into the right to receive the Merger Consideration as contemplated by Section 2.43.01 of this Agreement.

Stock Options and Other Equity Awards. Upon Immediately prior to the Effective Time, the Company shall cause each then-then outstanding option to purchase Company Common Stock (a “"Company Stock Option”), whether or not vested, ") and each then outstanding restricted stock unit (a "Company RSU") granted under the Company’s 's equity compensation plans (collectivelyto be converted into the right to receive a cash payment which, in the “case of a Company Stock Plans”)Option, shall be cancelled and, in exchange therefore, the Buyer shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Effective Time a cash amount equal to the product of (i) the excess, if any, of the Merger Consideration per share of Company Common Stock over the exercise price per share share, and (ii) the number of shares of Company Common Stock covered by the Company Stock Option, and, in the case of a Company RSU, shall be equal to the Merger Consideration per share of Company Common Stock covered by the Company RSU. The Company shall make such payments at the Effective Time or make appropriate arrangements to have such payments made as soon as practicable after the Effective Time, subject to applicable income and employment withholding Taxes (as defined below); provided that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration per share, such Company Option shall be canceled without any cash payment being made in respect thereofTax withholding. The Company shall take such action prior to the Effective Time as is necessary to ensure that Company Options will have been extinguished as of At the Effective Time, any previously outstanding Company Stock Option which shall not have been exercised or converted into cash or the right to receive cash will be terminated. Immediately prior to the Effective Time, any then-then outstanding restricted shares of Company Common Stock held under the Company Stock Plans Company's equity compensation plans shall be fully vested and shall be subject to the provisions of Section 2.4, subject to applicable income and employment withholding Taxes (the “Restricted Shares”). Each such share shall be converted into the right to receive the Merger Consideration as contemplated by Section 2.43.01 of this Agreement.