Tranche A Options. Subject to Section 6 of this Agreement, twenty percent (20%) of the Tranche A Options shall become Vested Options on each of the 12-, 24-, 36-, 48- and 60-month anniversaries of the Grant Date (each such one-year vesting period, a “Tranche A Vesting Period”). In the event of a termination of the Optionee’s employment by the Company without Cause (other than as a result of death or Disability) or by the Optionee with Good Reason (collectively, a “Qualifying Termination”) occurring after the end of the sixth month, but prior to the end of the ninth month of an applicable Tranche A Vesting Period, 50% of the next applicable tranche of Tranche A Options which has not theretofore become a Vested Option pursuant to the first sentence of this Section 4.2 shall become a Vested Option, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In the event of a Qualifying Termination occurring after the end of the ninth month of an applicable Tranche A Vesting Period, but prior to the conclusion of such Tranche A Vesting Period, the next applicable tranche of Tranche A Options which has not theretofore become a Vested Option pursuant to the first sentence of this Section 4.2 shall become a Vested Option, and the remaining Tranche A Options which are not Vested Options shall be forfeited. In the event of a 20% IRR Event, 50% of each installment of the Tranche A Options that has not theretofore become Vested Options and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 20% IRR Event and (ii) a Qualifying Termination within 12 months following the 20% IRR Event. In the event of a 25% IRR Event, each Tranche A Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 25% IRR Event and (ii) a Qualifying Termination within 12 months following the 25% IRR Event. In all cases involving the consummation of a Change in Control, any Tranche A Options that are not subject to the special rules set forth in the two preceding sentences shall vest in accordance with the terms of the first sentence of this Section 4.2.

Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of the Grant Date. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence shall vest in full on the 18-month anniversary of the consummation of such Sale of the Company; provided, that in the event of a Termination of Relationship by the Company or its Affiliates without Cause, by the Optionee with Good Reason or as a result of the Optionee’s death or Disability at any time during the 18-month period following the consummation of such Sale of the Company, all unvested Tranche A Options shall become fully vested and exercisable as of the date of such Termination of Relationship. If no Sale of the Company has occurred during the 18 months preceding the date that the Optionee experiences a Termination of Relationship by the Company or its Affiliates without Cause or by the Optionee with Good Reason, the Optionee will continue to vest in the Optionee’s Tranche A Options as if the Optionee were employed by the Company or its Affiliates until the second anniversary of the date of such Termination of Relationship, but only to the extent that the Optionee does not violate any restrictive covenants in favor of the Company regarding confidential information, solicitation, competition, inventions or disparagement by which the Optionee is bound at such time, including by reason of Section 7 of the Management Investor Rights Agreement or Sections 5 and 6 of the Employment Agreement (“Restrictive Covenants”) (such portion of the Tranche A Options that vest during the extended period of up to two years, the “Tail Options”).

Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of the Grant Date. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence and is outstanding as of immediately prior to the consummation of such Sale of the Company (each such Option, a “CIC Vesting Tranche A Option”) shall vest in full effective as of the consummation of such Sale of the Company, and the Optionee shall be entitled to receive an amount equal to the Spread Value (defined below) to be payable at the same time(s), in the same form(s) of consideration (e.g., cash, securities or other property or a combination thereof) and subject to the same terms and conditions as are applicable to the consideration paid with respect to Shares held by the shareholders of the Company (the “Shareholders”) in the Sale of the Company as set forth in the agreement pursuant to which the Sale of the Company is effectuated. In the event that at any time prior to the first anniversary of such Sale of the Company, the Optionee experiences a Termination of Relationship other than due to a Qualifying Termination Event (defined below), the Optionee shall (i) immediately forfeit any and all rights in respect of the CIC Vesting Tranche A Options pursuant to this Agreement, including, without limitation, any rights to any transfer of property or payment in respect of such CIC Vesting Tranche A Options and (ii) pay to the Company, immediately upon notice from the Company, an amount in cash equal to any Spread Value previously paid (without regard to whether such Spread Value was paid in cash, securities or other property or a combination thereof). In satisfaction of the Optionee’s obligations under clause (ii), the Company may in its discretion deduct from any payment(s) of any kind (including salary or bonus) otherwise due to the Optionee a total amount equal to the Spread Value previously paid, and the Optionee hereby consents to such deduction and offset. The treatment of the CIC Vesting Tranche A Options upon a Sale of the Company as set forth in this Section 4(a) shall be in lieu of any adjustments or other rights that may otherwise apply to other option holders under the Plan, including without limitation any adjustments or other rights under Article X of the Plan.

Tranche A Options. Twenty-percent (20%) of the Tranche A Options shall become Vested Options and shall become exercisable on each of the first five anniversaries of September 1, 2007; provided, however, that in the event of the Optionee’s Termination of Relationship by the Company without Cause, all the then unvested Tranche A Options shall become Vested Options and shall become exercisable as of the Optionee’s date of Termination of Relationship. In the event of a Sale of the Company, each Tranche A Option that has not theretofore become a Vested Option pursuant to the immediately preceding sentence and is outstanding as of immediately prior to the consummation of such Sale of the Company (each such Option, a “CIC Vesting Tranche A Option”) shall vest in full effective as of the consummation of such Sale of the Company, and the Optionee shall be entitled to receive an amount equal to the Spread Value (defined below) to be payable at the same time(s), in the same form(s) of consideration (e.g., cash, securities or other property or a combination thereof) and subject to the same terms and conditions as are applicable to the consideration paid with respect to Shares held by the shareholders of the Company (the “Shareholders”) in the Sale of the Company as set forth in the agreement pursuant to which the Sale of the Company is effectuated. The treatment of the CIC Vesting Tranche A Options upon a Sale of the Company as set forth in this Section 4(a) shall be in lieu of any adjustments or other rights that may otherwise apply to other option holders under the Plan, including without limitation any adjustments or other rights under Article X of the Plan.

Related to Tranche A Options

Outstanding Options The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.
Vested Options Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.
Unvested Options At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2002 Stock Plan, the Company’s 2007 Equity Incentive Plan and the AirWave Wireless, Inc. 2000 Stock Plan, (the “Company Stock Plans”), that is unvested and outstanding immediately prior to the Effective Time and is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become an option with respect to Parent Common Stock, and Parent shall assume each unvested Company Stock Option, in accordance with the terms of the Company Stock Plans and/or stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its compensation committee (the “Parent Compensation Committee”) shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans, (ii) each unvested Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such unvested Company Stock Option or required under applicable Law), (iii) the number of shares of Parent Common Stock subject to such unvested Company Stock Options shall be equal to the number of Shares subject to such unvested Company Stock Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (iv) the per share exercise price under each such unvested Company Stock Option shall be adjusted by dividing the per share exercise price under each such unvested Company Stock Option by the Exchange Ratio and rounding up to the nearest cent; provided, however, that with respect to Company Stock Options that are unvested, unexercised and outstanding immediately prior to the Effective Time, and which have an exercise price greater than the Merger Consideration, such unvested Company Stock Options shall not be assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. In addition, each unvested Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a US taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (iii) and (iv) of the first sentence of this Section 2.2(a) shall be modified to the extent necessary to ensure such compliance. “Exchange Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of Parent Common Stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the Closing Date (the “Parent Closing Price”).
Tranche A Term Loans Subject to the terms and conditions set forth herein, each Tranche A Term Loan Lender agrees to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Loan Commitment. Amounts repaid in respect of Tranche A Term Loans may not be reborrowed hereunder.
Time Option An Option with respect to which the terms and conditions are set forth in Section 3(a) of this Agreement.
Tranche A Loans Unless otherwise agreed to by the Administrative Agent in connection with making the initial Loans, to request a Borrowing of Tranche A Loans, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, courier or telecopy to the Administrative Agent of a written Borrowing Request in a form reasonably acceptable to the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01(a):
Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.
Outstanding Warrants and Options China Health has no issued warrants or options, calls, or commitments of any nature relating to the China Health Share Capital, except as previously disclosed in writing to UFOG.
Tranche B Term Loans Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.
Top-Up Option (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”) to purchase, at a price per Share equal to the Offer Price, up to such number of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Parent and Merger Sub and any wholly owned Subsidiary of Parent or Merger Sub immediately prior to the time of exercise of the Top-Up Option, constitutes one Share more than 80% of the number of Shares that will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares. The Top-Up Option will be exercised by Parent or Merger Sub immediately after the Acceptance Time if following such Acceptance Time, Parent or Merger Sub do not own 80% of the outstanding Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no judgment, injunction, order or decree of any Governmental Entity shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (ii) the issuance of the Top-Up Option Shares will not cause the Company to have more Shares outstanding than are authorized by the Restated Articles of Incorporation of the Company, and (iii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

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