Common use of Treatment of Company Awards Clause in Contracts

Treatment of Company Awards. (i) As of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option that is then outstanding shall be converted into an option to purchase shares of Parent Class A Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Option”) except that (i) such Parent Option shall provide the right to purchase that whole number of shares of Parent Class A Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Parent Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, and the conversion of all Company Options will be made in a manner, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code, as applicable. (ii) As of the First Effective Time, each Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted stock units based on shares of Parent Class A Common Stock (each, an “Adjusted Restricted Stock Unit Award”) with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Award immediately prior to the First Effective Time (including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Award shall relate to such number of shares of Parent Common Stock as is equal to the product of (i) the number of shares of Company Common Stock subject to such Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. (iii) The Company shall take all necessary actions to effect the treatment of Company Options pursuant to this Section 3.01(c) in accordance with the Company Option Plan and the applicable award agreements and to ensure that no Parent Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of Parent. The Board of Directors of the Company shall amend the Company Option Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options will be granted under the Company Option Plan.

Treatment of Company Awards. (ia) As At the Closing, each vested Company Option that is outstanding and unexercised as of immediately prior to the First Effective TimeClosing (each, a “Vested Option”), shall, by virtue of the First Merger and without any action on the part of any the holder of a Company Optionthereof, each Company Option that is then outstanding shall be cancelled and converted into an option to purchase shares of Parent Class A Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Option”) except that (i) such Parent Option shall provide the right to purchase that whole number of shares of Parent Class A Common Stock receive, as soon as reasonably practicable after the Closing (rounded down to but in any event no later than three (3) Business Days after the nearest whole share) Closing), a cash payment equal to the number product of shares of Company Common Stock subject to such Company Option, multiplied by the Exchange Ratio, and (iix) the exercise price per share for each such Parent Option shall be equal to excess, if any, of the Merger Consideration over the exercise price per share of Common Stock of such Vested Option, multiplied by (y) the number of shares of Common Stock subject to such Vested Option (subject to applicable Tax withholding pursuant to Section 2.02(h)). Notwithstanding the foregoing, to the extent that the exercise price per share of Common Stock of any Vested Option is equal to or greater than the Merger Consideration (each, an “Underwater Option”), at the Closing, each such Underwater Option will be cancelled and extinguished and the holder of such Underwater Option will not receive any payment therefor. (b) At the Closing, each unvested Company Option in effect that is outstanding as of immediately prior to the Effective TimeClosing (each, divided an “Unvested Option”), shall, by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 virtue of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, Merger and without any action on the conversion of all Company Options will be made in a manner, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 part of the Codeholder thereof, as applicable. (ii) As cease to represent a right to acquire shares of the First Effective Time, each Restricted Common Stock Unit Award that is outstanding immediately prior to the Effective Time and shall be converted automatically into an option to purchase the right to receive restricted stock units based on number of shares of Parent Class A Common Stock (each, an “Adjusted Restricted Stock Unit AwardOption”) with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Award immediately prior equal to the First Effective Time product obtained by multiplying (including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Award shall relate to such x) the total number of shares of Parent Common Stock as is equal to the product of (i) the number of shares of Company Common Stock subject to such Restricted Stock Unit Award Unvested Option immediately prior to the Effective Time, multiplied Closing by (iiy) the Equity Award Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. Each Adjusted Stock Option shall have an exercise price per share of Parent Common Stock (rounded up to the nearest whole sharecent) equal to (1) the per share exercise price for the shares of Common Stock subject to such Unvested Option divided by (2) the Equity Award Exchange Ratio. Each Adjusted Stock Option shall otherwise be subject to the same terms and conditions applicable to the converted Unvested Option under the applicable Company Stock Plan and the agreements evidencing grants thereunder, including as to vesting. Notwithstanding anything to the contrary in the foregoing, in all cases, the exercise price of, and the number of shares subject to, each Adjusted Stock Option shall be determined as necessary to comply with Section 409A of the Code. (iiic) The At the Closing, each vested Company RSU that is outstanding immediately prior to the Closing (each, a “Vested RSU”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled at the Closing and the holder thereof shall take all necessary actions be entitled to effect receive a cash payment payable as soon as practicable following the treatment Closing (but in any event no later than three (3) Business Days after the Closing) equal to the product of Company Options (A) the Merger Consideration and (B) the number of shares of Common Stock subject to the Vested RSU (subject to any required Tax withholding pursuant to this Section 3.01(c) 2.02(h)); provided, that to the extent that any such Vested RSU constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment shall be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code. (d) At the Closing, each unvested Company Option RSU that is outstanding immediately prior to the Closing (each, an “Unvested RSU”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to represent a right with respect to shares of Common Stock and shall be converted automatically into a restricted stock unit with respect to a number of shares of Parent Common Stock (each, an “Adjusted RSU”) equal to the product obtained by multiplying (x) the total number of shares of Common Stock subject to the Unvested RSU immediately prior to the Closing by (y) the Equity Award Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. Each Adjusted RSU shall otherwise be subject to the same terms and conditions applicable to the converted Unvested RSU under the applicable Company Stock Plan and the applicable award agreements and evidencing grants thereunder, including as to ensure vesting. (e) At the Closing, each vested Company Performance Stock Unit that no Parent Option may be exercised is outstanding immediately prior to the effective date Closing (each, a “Vested PSU”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled at the Closing and the holder thereof shall be entitled to receive a cash payment payable as soon as practicable following the Closing (but in any event no later than three (3) Business Days after the Closing) equal to the product of (A) the Merger Consideration and (B) the number of shares of Common Stock that would be delivered in respect of such Vested PSU based on actual performance through the Effective Time (subject to any required Tax withholding pursuant to Section 2.02(h)); provided, that to the extent that any such Vested PSU constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment shall be paid in accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a Tax or penalty under Section 409A of the Code; (f) At the Closing, each unvested Company Performance Stock Unit that is outstanding immediately prior to the Closing (each, an “Unvested PSU”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to represent a right with respect to shares of Common Stock and shall be converted automatically into a restricted stock unit with respect to a number of shares of Parent Common Stock (each, an “Adjusted PSU”) equal to the product obtained by multiplying (x) the number of shares of Common Stock that would be delivered in respect of such Unvested PSU based on actual performance through the Effective Time (which shall be equal to 124% of target for Company Performance Stock Units granted in 2016, and 200% of target for Company Performance Stock Units granted in 2017) by (y) the Equity Award Exchange Ratio, with any fractional shares rounded down to the next lower whole number of shares. Each Adjusted PSU shall otherwise be subject to the same terms and conditions applicable Form S-8 (or other to the converted Unvested PSU under the applicable formCompany Stock Plan and the agreements evidencing grants thereunder, including Form S-1 or Form S-3as to time-vesting requirements (but excluding any performance vesting criteria). (g) of Parent. The Board of Directors of Each long-term cash award granted by the Company shall amend the (each, a “Company Option Plan and take all other necessary actions, effective Cash Award”) that is outstanding as of immediately prior to the Closing and that is vested (each, a “Vested Cash Award”), shall be cancelled at the Closing and the holder thereof shall be entitled to receive a cash payment payable as soon as practicable following the Closing (but in any event no later than three (3) Business Days after the Closing) in the amount set forth in the applicable notice of grant and award agreement; provided, that to the extent that any such Vested Cash Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment shall be paid in order to provide that no new Company Options will be granted accordance with the applicable award’s terms and at the earliest time permitted under the terms of such award that will not result in the application of a Tax or penalty under Section 409A of the Code. Each unvested Company Option PlanCash Award that is outstanding as of immediately prior to the Closing shall remain outstanding and subject to the same terms and conditions as in effect immediately prior to the Closing. (h) At or prior to the Effective Time, the Company, the Company Board and its compensation committee, as applicable, shall adopt any resolutions and take all actions that are reasonably necessary to effectuate the provisions of this Section 6.04 and Parent, the Parent Board and its compensation committee, as applicable, shall take such actions as are reasonably necessary for the assumption by Parent of the Adjusted Stock Options, Adjusted RSUs and Adjusted PSUs.

Treatment of Company Awards. (ia) As of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option (whether vested or unvested) that is then outstanding shall be converted into an option to purchase shares of Parent Class A Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Acquiror Option”) ), except that (i) such Parent Acquiror Option shall provide the right to purchase that whole number of shares of Parent Class A Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company OptionOption immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Parent Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, and the conversion of all Company Options will be made in a mannermanner consistent with Treasury Regulation Sections 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code, as applicable. (iib) As of the First Effective Time, each Restricted Stock Unit Company RSU Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted stock units based on shares of Parent Class A Common Stock (each, an “Adjusted Restricted Stock Unit Award”) Acquiror RSU Award with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Company RSU Award immediately prior to the First Effective Time (Time, including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Acquiror RSU Award shall relate to such be comprised of that number of shares of Parent Common Stock Acquiror RSUs as is equal to the product of (i) the number of shares of Company Common Stock RSUs subject to such Restricted Stock Unit Company RSU Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares restricted stock units rounded down to the nearest whole sharerestricted stock unit (with 0.5 of a restricted stock unit or greater rounded up). (iiic) The Company shall take all necessary actions to effect the treatment of Company Options Awards pursuant to this Section 3.01(c) 3.3 in accordance with the Company Option Incentive Plan and the applicable award agreements thereunder and to Acquiror shall ensure that no Parent Acquiror Option or Acquiror RSU may be exercised or settled, as applicable, prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or but excluding Form S-3) of ParentAcquiror. The Board board of Directors directors of the Company shall amend the Company Option Incentive Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options Awards will be granted under the Company Option Incentive Plan.

Treatment of Company Awards. (ia) As of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option that is then outstanding shall be converted into an option to purchase shares of Parent Class A Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Acquiror Option”) except that (ia) such Parent Acquiror Option shall provide the right to purchase that whole number of shares of Parent Class A Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option, multiplied by the Exchange Ratio, and (iib) the exercise price per share for each such Parent Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, and the conversion of all Company Options will be made in a mannermanner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code, as applicable. (iib) As of the First Effective Time, each Restricted Stock Unit Company RSU Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted stock units based on shares of Parent Class A Common Stock (each, an “Adjusted Restricted Stock Unit Award”) Acquiror RSU Award with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Company RSU Award immediately prior to the First Effective Time (Time, including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Acquiror RSU Award shall relate to such be comprised of that number of shares of Parent Common Stock Acquiror RSUs as is equal to the product of (i) the number of shares of Company Common Stock RSUs subject to such Restricted Stock Unit Company RSU Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares restricted stock units rounded down to the nearest whole sharerestricted stock unit. (iiic) The Company shall take all necessary actions to effect the treatment of Company Options Awards pursuant to this Section 3.01(c) 3.3 in accordance with the Company Option Incentive Plan and the applicable award agreements and to Acquiror shall ensure that no Parent Acquiror Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of ParentAcquiror. The Board of Directors of the Company shall amend the Company Option Incentive Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options Awards will be granted under the Company Option Incentive Plan.

Treatment of Company Awards. (ia) As of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option that is then outstanding shall be converted into the right to receive an option relating to purchase shares of Parent Class A Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Acquiror Option”) ), except that (ia) such Parent Acquiror Option shall provide the right relate to purchase that whole number of shares of Parent Class A Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock Shares subject to such Company Option, multiplied by the Exchange Ratio, and (iib) the exercise price per share for each such Parent Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, and the conversion of all Company Options will be made in a mannermanner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. For the avoidance of doubt, as applicableeach Acquiror Option held by any person shall relate to shares of Acquiror Class A Common Stock. (iib) As of the First Effective Time, each Restricted Stock Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted shares of Acquiror Common Stock (each, an “Adjusted Restricted Stock Award”) with substantially the same terms and conditions as were applicable to such Restricted Stock Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Award shall relate to such number of shares of Acquiror Common Stock as is equal to the product of (i) the number of Company Common Shares subject to such Restricted Stock Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. For the avoidance of doubt, each Adjusted Restricted Stock Award held by any person shall represent the right to receive shares of Acquiror Class A Common Stock. (c) As of the Effective Time, each Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted stock units based on shares of Parent Class A Acquiror Common Stock (each, an “Adjusted Restricted Stock Unit Award”) with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Award immediately prior to the First Effective Time (including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Award shall relate to such number of shares of Parent Acquiror Common Stock as is equal to the product of (i) the number of shares of Company Common Stock subject to such Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. For the avoidance of doubt, each Adjusted Restricted Stock Unit Award held by any person shall represent the right to receive restricted stock units based on shares of Acquiror Class A Common Stock. (iii) The Company shall take all necessary actions to effect the treatment of Company Options pursuant to this Section 3.01(c) in accordance with the Company Option Plan and the applicable award agreements and to ensure that no Parent Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of Parent. The Board of Directors of the Company shall amend the Company Option Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options will be granted under the Company Option Plan.

Treatment of Company Awards. (ia) As Effective as of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option (or portion thereof) that is then outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into released at the Effective Time in exchange for an option to purchase shares of Parent Class A Domesticated Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such option Company Option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Acquiror Option”) ), except that (i) such Parent Acquiror Option shall provide the right relate to purchase that whole number of shares of Parent Class A Domesticated Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock Units subject to such Company OptionOption immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Parent Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). Prior to the Effective Time, each Company Option that is then outstanding with an exercise price that is equal to or greater than the Per Unit Transaction Consideration shall be cancelled without consideration therefor. (b) Effective as of the Effective Time, each Company UAR (or portion thereof) that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Acquiror and converted automatically at the Effective Time into a corresponding stock appreciation right with respect to Domesticated Acquiror Common Stock upon substantially the same terms and conditions as are in effect with respect to such Company UAR immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror SAR”), except that (i) such Acquiror SAR shall relate to that whole number of shares of Domesticated Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Units subject to such Company UAR immediately prior to the Effective Time, multiplied by the Exchange Ratio, and (ii) the strike price per share for each such Acquiror SAR shall be equal to the strike price per share of such Company UAR in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the strike price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of any such the Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) UAR will be made in a manner that is intended to be consistent with Treasury Regulations Regulation Section 1.424-1, and the conversion of all Company Options will be made in a manner, such that such conversion will not constitute a “modification” of such Company Options UAR for purposes of Section 409A or Section 424 of the Code, as applicable. (ii) As of the First Effective Time, each Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive restricted stock units based on shares of Parent Class A Common Stock (each, an “Adjusted Restricted Stock Unit Award”) with substantially the same terms and conditions as were applicable to such Restricted Stock Unit Award immediately prior to the First Effective Time (including with respect to vesting and termination-related provisions), except that such Adjusted Restricted Stock Unit Award shall relate to such number of shares of Parent Common Stock as is equal to the product of (i) the number of shares of Company Common Stock subject to such Restricted Stock Unit Award immediately prior . Prior to the Effective Time, multiplied by (ii) each Company UAR that is then outstanding with a strike price that is equal to or greater than the Exchange Ratio, with any fractional shares rounded down to the nearest whole sharePer Unit Transaction Consideration shall be cancelled without consideration therefor. (iiic) The Company At the Effective Time, Acquiror shall take all necessary actions to effect the treatment of Company Options pursuant to this Section 3.01(c) in accordance with assume the Company Option Appreciation Rights Plan and shall assume all the applicable award agreements and to ensure that no Parent Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of Parent. The Board of Directors obligations of the Company shall amend the Company Option Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options will be granted under the Company Option Appreciation Rights Plan, and the number and kind of shares available for issuance under the Company Appreciation Rights Plan shall be adjusted to reflect shares of Acquiror Common Stock.

Treatment of Company Awards. (ia) As of the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of a Company Option, each Company Option that is then outstanding shall be converted into an option relating to purchase shares of Parent Acquiror Class A Common Stock upon substantially the same terms and conditions (but taking into account any changes thereto provided for in the Company Incentive Plan, in any award agreement or in such Company Option by reason of this Agreement or the transactions contemplated hereby) as are in effect with respect to such option Company Option immediately prior to the First Effective Time, including with respect to vesting and termination-related provisions (each, an “Parent Acquiror Option”) ), except that (i) such Parent Acquiror Option shall provide represent the right to purchase that whole number of shares of Parent Acquiror Class A Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, multiplied by (B) the Company Award Exchange Ratio, and (ii) the exercise price per share for each such Parent Acquiror Option shall be equal to the quotient of (A) the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by (B) the Company Award Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the . The conversion of any such Company Options that are “incentive stock options” (within the meaning of Section 422 of the Code) will be made in a manner that is intended to be consistent with Treasury Regulations Section 1.424-1, and the conversion of all Company Options will be made in a mannermanner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. As of the Effective Time, all Company Options shall no longer by outstanding and each holder of an Acquiror Option will cease to have any rights with respect to such Company Options except as applicableset forth herein. (iib) As of the First Effective Time, each Company Restricted Stock Unit Award that is then outstanding shall be converted into a restricted stock award relating to shares of Acquiror Class A Common Stock upon substantially the same terms and conditions (but taking into account any changes thereto provided for in the Company Incentive Plan, in any award agreement or in such Company Restricted Stock Award by reason of this Agreement or the transactions contemplated hereby) as are in effect with respect to such Company Restricted Stock Award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror Restricted Stock Award”), except that such Acquiror Restricted Stock Award shall represent that whole number of shares of Acquiror Class A Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Restricted Stock Award, multiplied by (B) the Company Award Exchange Ratio. As of the Effective Time, all Company Restricted Stock Awards shall no longer by outstanding and each holder of an Acquiror Restricted Stock Award will cease to have any rights with respect to such Company Restricted Stock Awards except as set forth herein. (c) Each Vested RSU Award shall automatically accelerate vesting and become fully vested as of immediately prior to the Effective Time and shall be canceled and converted as of the Effective Time into (i) the right to receive an issuance of a number of shares of Acquiror Class A Common Stock equal to the product of (1) the number of such Company Restricted Stock Units, multiplied by (2) the Merger Consideration Exchange Ratio, with any fractional shares rounded down to the nearest whole share, and (ii) the right to receive a number of Company Earn Out Shares in accordance with Article IV. Such shares of Acquiror Class A Common Stock (other than any Company Earn Out Shares which are to be issued in accordance with Article IV) shall be issued to the holder of the Vested RSU Award in settlement thereof as soon as administratively practicable following the Closing, but no later than March 15th of the applicable calendar year that first commences following the Closing. (d) As of the Effective Time, each Company Restricted Stock Unit award that is outstanding and unvested immediately prior to the Effective Time and which is not a Vested RSU Award shall be converted into the right to receive an award of restricted stock units based on relating to shares of Parent Acquiror Class A Common Stock (each, an “Adjusted Acquiror Restricted Stock Unit Award”) with substantially the same terms and conditions (but taking into account any changes thereto provided for in the Company Incentive Plan, in any award agreement or in such Company Restricted Stock Unit award by reason of this Agreement or the transactions contemplated hereby) as were applicable to such Company Restricted Stock Unit Award award immediately prior to the First Effective Time (Time, including with respect to vesting and termination-related provisionsprovisions with such adjustments to any performance-vesting metrics as deemed necessary and appropriate by the Company (and reasonably acceptable to Acquiror), except that such Adjusted Acquiror Restricted Stock Unit Award shall relate represent a right to such receive a number of shares of Parent Acquiror Class A Common Stock as is equal to the product of (iA) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award award immediately prior to the Effective Time, multiplied by (iiB) the Company Award Exchange Ratio, with any fractional shares rounded down to the nearest whole share. (iii) The Company shall take all necessary actions to effect the treatment of Company Options pursuant to this Section 3.01(c) in accordance with the Company Option Plan and the applicable award agreements and to ensure that no Parent Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of Parent. The Board of Directors of the Company shall amend the Company Option Plan and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no new Company Options will be granted under the Company Option Plan.