Common use of Termination of Company Options Clause in Contracts

Termination of Company Options. At the Effective Time: (i) each Company Option shall be accelerated so that it shall be fully vested and exercisable; (ii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest, of any Acquired Company; (iii) after giving effect to the accelerated vesting and exercisability contemplated by clause (i) of this Section 2.2(a), each Company Option that has not been exercised prior to the Effective Time shall automatically be cancelled and terminated and upon the cancellation thereof, each Company Option that is not an Underwater Option shall be converted into the right to receive, for each share of Company Common Stock subject to such Company Option: (A) an amount in cash equal to (1) the Per Share Amount, minus (2) the exercise price per share of Company Common Stock subject to such Company Option (such amount, an “Option Payment” and the sum of all such payments, the “Aggregate Option Payment”), minus (3) the Escrow Contribution Amount with respect to such share of Company Common Stock subject to such Company Option; (B) any cash disbursements required to be made from the Escrow Fund with respect to such Company Option to the former holder thereof in accordance with Section 9.9, as and when such disbursements are required to be made; and (C) any additional amount that may be required to be paid by Parent in cash with respect to such Company Option to the former holder thereof in accordance with Section 2.3(f), Section 9.8 and Section 10.5, as and when such payment is required to be made. No holder of any Underwater Options shall be entitled to any Option Payment with respect thereto. All consideration to be received by the holders of Withholding Options pursuant to this Section 2.2(a) shall be paid to and distributed by the Surviving Corporation promptly after the Effective Time, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 2.9. All consideration to be received by the holders of Company Options that are not Withholding Options pursuant to this Section 2.2(a) shall be, subject to each such holder first providing all documentation required by Parent (including an IRS Form W-9 or any successor form), paid to and distributed by the Paying Agent to such Company Optionholder. Prior to the Closing, the Company shall (1) provide notice (in a form reasonably satisfactory to Parent) to each Company Optionholder describing the treatment of the Company Options in accordance with this Section 2.2(a) and (2) take or cause to be taken such actions, and shall obtain all such consents, as may be required to effect the foregoing provisions of this Section 2.2(a). The Company shall use commercially reasonable efforts to cause each (x) Company Optionholder (other than any Company Optionholder that holds only Underwater Options) to execute and deliver an Option Surrender Agreement to Parent and (y) each Specified Company Indemnifying Party to execute and deliver a Joinder Agreement to Parent, in each case, prior to the Closing.

Termination of Company Options. At (i) No Company Option shall be assumed by Parent, and each outstanding Company Option shall be canceled or terminated at the Effective Time (without regard to the exercise price thereof). (ii) Immediately prior to the Effective Time: (i) , and conditioned on the consummation of the Merger, each Company Option shall be accelerated so that it cancelled and each Company Optionholder shall automatically (without any further action required of such holder) be fully vested and exercisable; (ii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right entitled to purchase or receive any equity or a cash payment interest, or right convertible into or exercisable for any equity or payment interest, of any Acquired Company; (iii) after giving effect equal to the accelerated vesting and exercisability contemplated by clause (i) of this Section 2.2(a), each Company Option that has not been exercised prior to the Effective Time shall automatically be cancelled and terminated and upon the cancellation thereof, each Company Option that is not an Underwater Option shall be converted into the right to receive, Net Consideration Per Share for each share of Company Common Stock subject to underlying the Company Option(s) held by such Company Option: (AOptionholder. At the same time the Company distributes the Soliciting Materials pursuant to Section 5.1(a) an amount in cash equal to (1) the Per Share Amount, minus (2) the exercise price per share of Company Common Stock subject to such Company Option (such amount, an “Option Payment” and the sum of all such paymentshereof, the “Aggregate Option Payment”), minus (3) the Escrow Contribution Amount with respect Company shall provide to such share of Company Common Stock subject to such Company Option; (B) any cash disbursements required to be made from the Escrow Fund with respect to such Company Option to the former holder thereof in accordance with Section 9.9, as and when such disbursements are required to be made; and (C) any additional amount that may be required to be paid by Parent in cash with respect to such Company Option to the former holder thereof in accordance with Section 2.3(f), Section 9.8 and Section 10.5, as and when such payment is required to be made. No each holder of any Underwater Options shall be entitled to any Company Option Payment with respect thereto. All consideration to be received by an informational notice and consent describing the holders treatment of Withholding Company Options pursuant to this Section 2.2(a) 1.6. Parent shall be paid to and distributed by make the Surviving Corporation promptly after the Effective Time, treated as compensation by it and shall be net of any applicable Taxes withheld cash payment required pursuant to Section 2.9. All consideration to be received by the holders of Company Options that are not Withholding Options pursuant to this Section 2.2(a) shall be, subject to each such holder first providing all documentation required by Parent (including an IRS Form W-9 or any successor form), paid to and distributed by the Paying Agent to such Company Optionholder. Prior to the Closing, the Company shall (1) provide notice (in a form reasonably satisfactory to Parent) to each Company Optionholder describing the treatment of the Company Options in accordance with this Section 2.2(a) and (2) take or cause to be taken such actions, and shall obtain all such consents, as may be required to effect the foregoing provisions of this Section 2.2(a)1.6(f)(ii) to each holder of Company Options as promptly as reasonably practicable after the Closing. The payment of the Option Merger Consideration to a Company Optionholder shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Optionholder. (iii) Prior to the Effective Time, and subject to the reasonable review and approval of Parent, the Company shall use commercially reasonable efforts have taken all actions necessary to cause each effect the transactions anticipated by this Section 1.6(f) under the Plan, all Company Option agreements, and any other plan or arrangement of the Company (xwhether written or oral, formal or informal), including delivering all required notices (the “Optionholder Notices”) Company Optionholder (other than and obtaining any Company Optionholder that holds only Underwater Optionsrequired consents necessary to effectuate the provisions of this Section 1.6(f) to execute and deliver an Option Surrender Agreement to Parent and (y) each Specified Company Indemnifying Party to execute and deliver a Joinder Agreement to Parent, in each case, prior to the ClosingArticle VII hereof.

Termination of Company Options. At the Effective Time: (i) each Company Option shall be accelerated so that it shall be fully vested and exercisable; (ii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest, of any Acquired Company; (iii) after giving effect to the accelerated vesting and exercisability contemplated by in clause (i) of this Section 2.2(a), each Company Option that has not been exercised prior to the Effective Time shall automatically be cancelled and terminated and upon the cancellation thereof, each Company Option that is not an Underwater Option shall be converted into the right to receive, for each share of Company Common Stock subject to such Company Option: (A) , an amount in cash equal to (1A) the Residual Per Share Amount, minus (2B) the exercise price per share of Company Common Stock subject to such Company Option (such amount, an “Option Payment” and the sum of all such payments, payments the “Aggregate Option Payment”), minus subject in all respects to (3x) adjustment pursuant to Section 2.3 and (y) the Escrow Contribution Amount with respect to such share of Company Common Stock subject to such Company Option; escrow and expense fund contribution provisions set forth in Section 2.4; (Biii) any cash disbursements required and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right to be made from the Escrow Fund with respect to such Company Option to the former holder thereof in accordance with Section 9.9purchase or receive any equity or payment interest, as and when such disbursements are required to be made; and (C) or right convertible into or exercisable for any additional amount that may be required to be paid by Parent in cash with respect to such Company Option to the former holder thereof in accordance with Section 2.3(f)equity or payment interest, Section 9.8 and Section 10.5, as and when such payment is required to be madeof any Acquired Company. No holder of any Underwater Options shall be entitled to any Option Payment with respect thereto. Following the Effective Time, each holder of Company Options that are not Underwater Options shall be entitled to receive, for each share of Company Common Stock subject to such Company Option, any additional amounts payable in respect of such Company Options hereunder when, as and if paid pursuant to the terms hereof (including pursuant to Section 2.3(f) and Article 9) and the Escrow Agreement, and such holder shall be considered a Non-Qualifying Holder for such purposes. All consideration to be received by the holders of Withholding Options pursuant to this Section 2.2(a) shall be paid to and distributed by the Surviving Corporation promptly after the Effective Time, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 2.9. All consideration to be received by the holders of Company Options that are not Withholding Options pursuant to this Section 2.2(a) shall be, subject to each such holder first providing all documentation required by Parent (including an IRS Form W-9 or any successor form), paid to and distributed by the Paying Exchange Agent to such Company Optionholder. Prior to the Closing, the Company shall (1) provide notice (in a form reasonably satisfactory to Parent) to each Company Optionholder describing the treatment of the Company Options in accordance with this Section 2.2(a) and (2) take or cause to be taken such actions, and shall obtain all such consents, as may be required to effect the foregoing provisions of this Section 2.2(a). The Company shall use commercially reasonable efforts to cause each (x) Company Optionholder (other than any Company Optionholder that holds only Underwater Options) to execute and deliver an Option Surrender Agreement to Parent and (y) each Specified Company Indemnifying Party to execute and deliver a Joinder Agreement to Parent, in each case, prior to the Closing.

Termination of Company Options. At the Effective Time: , each Vested Company Option and each Unvested Company Option shall terminate and be cancelled at the Effective Time. With respect to any such cancelled Company Option (ior portion thereof) each that is a Vested Company Option, the holder of such Vested Company Option shall be accelerated so that it shall be fully vested and exercisable; entitled to receive a cash payment (iisubject to all applicable withholding) any and all equity incentive plans sponsored or maintained by any Acquired Company shall be terminated and no Person shall have any right to purchase or receive any equity or payment interest, or right convertible into or exercisable for any equity or payment interest, of any Acquired Company; (iii) after giving effect equal to the accelerated vesting and exercisability contemplated by clause product of (ix) the number of this Section 2.2(a), each shares of Company Common Stock that were issuable upon exercise of such Vested Company Option that has not been exercised immediately prior to the Effective Time shall automatically be cancelled and terminated and upon the cancellation thereof, each Company Option that is not an Underwater Option shall be converted into the right to receive, for each share of Company Common Stock subject to such Company Option: multiplied by (Ay) an amount in cash equal to (1) the Per Share Amount, Amount minus (2) the per share exercise price per share for the shares of Company Common Stock subject to that would have been issuable upon exercise of such Vested Company Option immediately prior to the Effective Time (such amountwith the understanding that, an “Option Payment” for purposes of this clause, if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price). Notwithstanding the foregoing and for the sum avoidance of all such paymentsdoubt, to the “Aggregate Option Payment”), minus (3) extent the Escrow Contribution Amount with respect to such per share exercise price for the shares of Company Common Stock subject to that would have been issuable upon exercise of such Company Option; (B) any cash disbursements required to be made from the Escrow Fund with respect to such Vested Company Option to is greater than the former holder thereof in accordance with Section 9.9Per Share Amount, as and when such disbursements are required to be made; and (C) any additional amount that may be required to be paid by Parent in cash with respect to such the Vested Company Option to shall be terminated and cancelled at the former holder thereof in accordance with Section 2.3(f), Section 9.8 Effective Time and Section 10.5, as and when such no cash payment is required to shall be made. No holder of any Underwater The Vested Company Options shall be entitled to any Option Payment with respect theretoexchanged for a cash payment in the manner provided in Section 2.5. All consideration to be received by the holders of Withholding Options pursuant to this Section 2.2(a) shall be paid to and distributed by the Surviving Corporation As promptly after as practicable following the Effective Time, treated Parent shall deliver letters of transmittal or other exchange documentation to be executed by each holder of “in- the-money” Vested Company Options in the form attached hereto as compensation by it Exhibit D (the “Vested Option Letter of Transmittal”). Each holder of “in-the-money” Vested Company Options who delivers a duly completed and validly executed Vested Option Letter of Transmittal shall promptly receive that portion of the Total Consideration which such holder has the right to receive pursuant to the terms of this Agreement with respect to their Vested Company Options. For purposes of clarity, no payment shall be net of any applicable Taxes withheld pursuant made with respect to Section 2.9. All consideration to be received by the holders of Company Options that are not Withholding Options pursuant to this Section 2.2(a) shall be, subject to each such holder first providing all documentation required by Parent (including an IRS Form W-9 or any successor form), paid to and distributed by the Paying Agent to such Company Optionholder. Prior to the Closing, the Company shall (1) provide notice any Company Option (in whether vested or unvested) so terminated and cancelled with a form reasonably satisfactory to Parent) to each Company Optionholder describing per share exercise price that equals or exceeds the treatment amount of the Company Options in accordance with this Section 2.2(a) and Per Share Amount, or (2) take or cause to be taken such actions, and shall obtain all such consents, as may be required to effect the foregoing provisions of this Section 2.2(a). The any Unvested Company shall use commercially reasonable efforts to cause each (x) Company Optionholder (other than any Company Optionholder that holds only Underwater Options) to execute and deliver an Option Surrender Agreement to Parent and (y) each Specified Company Indemnifying Party to execute and deliver a Joinder Agreement to Parent, in each case, prior to the ClosingOption.