Common use of Treatment of Company Options and Company Stock Option Plans Clause in Contracts

Treatment of Company Options and Company Stock Option Plans. (a) At the Effective Time, all Company Options that are vested and outstanding immediately prior to the Effective Time that have not been exercised (the “Vested Company Options”) will be cancelled in exchange for a cash payment in the amount of the Option Consideration, if any, without interest, with respect to such Vested Company Options and such Vested Company Options thereupon shall no longer represent the right to purchase Company Common Stock or any other equity security of the Company, Parent, the Surviving Company or any other Person or the right to receive any other consideration. At the Effective Time, each holder of a Vested Company Option (each an “Optionholder,” and collectively the “Optionholders”) shall be entitled to receive (subject to any adjustments specified herein and subject to any applicable withholding Tax as specified in Section 3.1(f)) the Option Consideration, if any, without interest; provided, however, the amount payable by Parent pursuant to this Section 2.7(a) at the Effective Time shall be less the cash amount attributable to the Pro Rata Share of such holder of a Company Option in the Escrow Amount pursuant to Section 3.1(a)(ii) and Section 3.1(a)(iii) and the Securityholders’ Representative Reimbursement Amount pursuant to Section 3.1(a)(ii). As promptly as practicable after the Closing, Parent shall pay, or shall cause the Surviving Company to pay, to each Optionholder cash constituting the Option Consideration to which such Optionholder is entitled pursuant to this Section 2.7(a) (less any applicable withholding Tax as specified in Section 3.1(f)). At the Effective Time, all Company Options that are unvested and outstanding immediately prior to the Effective Time that have not been exercised will not be assumed, substituted or exchanged for any other equity or consideration and will be cancelled and terminated for no consideration, and such unvested Company Options thereupon shall no longer represent the right to purchase Company Common Stock or any other equity security of the Company, Parent, the Surviving Company or any other Person or the right to receive any other consideration. (b) The Company shall take all necessary steps as may be required to effect the provisions of Section 2.7(a) and to terminate the Company Stock Option Plans.

Treatment of Company Options and Company Stock Option Plans. (a) At the Effective Stock Sale Closing Time, all each Vested Company Options that are vested and Option outstanding immediately prior to the Effective Stock Sale Closing Time that have has not been exercised will be canceled in exchange for the right to receive per share of Common Stock subject to such Vested Company Option as of immediately prior to the Stock Sale Closing Time (after giving effect to any acceleration resulting from or in connection with the Transactions) (i) the Per Option Share Consideration (the “Upfront Option Payment”), (ii) any cash disbursements required to be made from the Escrow Fund with respect to such share to the former holder of such Vested Company Options”) will be cancelled Option in exchange for a cash payment in accordance with the amount terms of the Option ConsiderationEscrow Agreement when such disbursements, if any, without interestare required to be made, (iii) any adjustment pursuant to Section 3.6(d) on a per share basis and (iv) any cash disbursements made from the Expense Fund in accordance with respect to such Vested Company Options Section 3.7, on a per share basis, and such Vested Company Options thereupon shall no longer represent the right to purchase Company Common Stock or any other equity security of the Company, ParentBuyer, the Surviving Company or any other Person or the right to receive any other consideration. consideration other than as provided herein. (b) At the Effective Stock Sale Closing Time, each holder of a Vested Unvested Company Option (each an “Optionholder,” and collectively the “Optionholders”) shall be entitled to receive (subject to any adjustments specified herein and subject to any applicable withholding Tax as specified in Section 3.1(f)) the Option Consideration, if any, without interest; provided, however, the amount payable by Parent pursuant to this Section 2.7(a) at the Effective Time shall be less the cash amount attributable to the Pro Rata Share of such holder of a Company Option in the Escrow Amount pursuant to Section 3.1(a)(ii) and Section 3.1(a)(iii) and the Securityholders’ Representative Reimbursement Amount pursuant to Section 3.1(a)(ii). As promptly as practicable after the Closing, Parent shall pay, or shall cause the Surviving Company to pay, to each Optionholder cash constituting the Option Consideration to which such Optionholder is entitled pursuant to this Section 2.7(a) (less any applicable withholding Tax as specified in Section 3.1(f)). At the Effective Time, all Company Options that are unvested and outstanding immediately prior to the Effective Stock Sale Closing Time that have not been exercised will not be assumed, substituted (after giving effect to any acceleration resulting from or exchanged for any other equity or consideration and in connection with the Transactions) will be cancelled and terminated for no consideration, canceled and such unvested Unvested Company Options thereupon Option shall no longer represent the right to purchase Company Common Stock or any other equity security of the Company, ParentBuyer, the Surviving Company or any other Person or the right to receive any other considerationconsideration other than as provided herein; provided, that, (i) if after the Closing but prior to the first (1st) anniversary thereof, the employment or service relationship of the holder of such Unvested Company Option is terminated by Buyer, the Company or any of their respective Subsidiaries or Affiliates (or other applicable successor entity of the Company) without Cause or as a result of such holder’s death or disability (as such terms are defined in Section 22(e) of the Code) or (ii) if such holder is employed by, or has a service relationship with, Buyer, the Company or any of their respective Subsidiaries or Affiliates (or other applicable successor entity of the Company) from the Closing through the first (1st) anniversary thereof, then (x) the Unvested Company Option held by such holder immediately prior Stock Sale Closing Time, shall be converted (a “Converted Award”) into the right to receive per share of Common Stock that was subject to such Converted Award immediately prior to the Stock Sale Closing Time (A) the Per Option Share Consideration (as adjusted on a per share basis pursuant to Section 3.6(d) or Section 3.6(e)) payable no later than thirty (30) days after the date of such termination of employment or other service relationship or such first anniversary date, as applicable, (B) any cash disbursements required to be made from the Escrow Fund with respect to such share to the holder of such Converted Award in accordance with the terms of the Escrow Agreement when such disbursements, if any, are required to be made payable at such time(s) and on the same terms and conditions as such payments are made to the Selling Securityholders, and (C) any cash disbursements made from the Expense Fund in accordance with Section 3.7, on a per share basis at such time(s) and on the same terms and conditions as such payments are made to the Selling Securityholders. On the Closing Date, the Company shall deliver to Buyer a Converted Award Allocation Certificate setting forth the name of each holder of a Converted Award and the number of shares of Common Stock that could be subject thereto as of immediately prior to the Stock Sale Closing Time. (bc) In order to administer the payment of the Converted Awards, Buyer shall establish an escrow account (the “Converted Award Escrow Fund”) to satisfy the payment obligation with respect to the Converted Awards by depositing with the Escrow Agent the Converted Award Escrow Amount in accordance with this Section 2.8(c). The Converted Award Escrow Fund shall be used exclusively to satisfy obligations with respect to the Converted Awards and shall not be available to satisfy any adjustments pursuant to Section 3.6 or Article X. Within five (5) Business Days after any Unvested Company Option becomes a Converted Award pursuant to Section 2.8(b), (i) the Buyer shall deliver notice to the Securityholder Representative and the Escrow Agent and (ii) the Buyer and the Securityholder Representative shall deliver written instructions to the Escrow Agent to release to the Surviving Company which shall in turn pay the holder of such Converted Award an amount equal to the Per Option Share Consideration multiplied by the number of shares of Common Stock that were subject to the Converted Award immediately prior to the Stock Sale Closing Time (as set forth on the Converted Award Allocation Certificate delivered pursuant to Section 2.8(b)), as adjusted on a per share basis pursuant to Section 3.6(d) or Section 3.6(e). (d) No later than five (5) Business Days after the first (1st) anniversary of the Closing, Buyer and the Securityholder Representative shall deliver written instructions to the Escrow Agent to disburse to the Paying Agent an amount equal to the aggregate amount remaining in the Converted Award Escrow Fund (after giving effect to any payments due to the holders of Converted Awards pursuant to Section 2.8(c)), with such amount to be disbursed to the Securityholders in proportion to their respective Pro Rata Shares (which payments shall be made through the Paying Agent, in respect of Capital Stock, and through the Surviving Company’s payroll, in respect of Company Options). (e) The Company shall take all actions necessary steps as may be required to effect the provisions of Section 2.7(a) and to terminate the Company Equity Incentive Plan as of the Stock Option PlansSale Closing Time (except to the extent necessary to give effect to the terms of this Section 2.8).

Treatment of Company Options and Company Stock Option Plans. (a) At the Effective Time, all Vested Company Options that are vested and outstanding immediately prior to the Effective Time that have not been exercised (the “Vested Company Options”) will be cancelled in exchange for or converted into the right to receive a cash payment in the amount of the Vested Option Consideration, if any, without interest, with respect to such Vested Company Options and such Vested Company Options thereupon shall no longer represent the right to purchase Company Class A Common Stock or any other equity security of the Company, Parent, the Surviving Company or any other Person or the right to receive any other consideration. At the Effective Time, each holder of a Vested Company Option outstanding immediately prior to the Effective Time (each an a “Vested Optionholder,” and collectively the “Vested Optionholders”) shall be entitled to receive (subject to any adjustments specified herein and subject to any delivery of the applicable withholding Tax as specified in Section 3.1(f)Letter of Transmittal) the Vested Option Consideration, if any, without interest; provided, however, the amount payable by Parent pursuant to this Section 2.7(a2.8(a) at the Effective Time shall be less the cash amount attributable to the Pro Rata Share Interest of such holder of a Vested Company Option with respect to the shares of Class A Common Stock issuable upon exercise of such Vested Company Options in the Indemnification Escrow Amount pursuant to Section 3.1(a)(ii) and Section 3.1(a)(iii), the Working Capital Escrow Amount pursuant to Section 3.1(a)(ii) and Section 3.1(a)(iii) and the Securityholders’ Representative Reimbursement Amount pursuant to Section 3.1(a)(ii). As promptly as practicable after the Closing, Parent shall pay, or shall cause the Surviving . (b) Each Unvested Company to pay, to each Optionholder cash constituting the Option Consideration to which such Optionholder is entitled pursuant to this Section 2.7(a) (less any applicable withholding Tax as specified in Section 3.1(f)). At the Effective Time, all Company Options that are unvested and outstanding immediately prior to the Effective Time that have not been exercised will not be assumed, substituted or exchanged for any other equity or consideration and will be cancelled assumed by Parent. Immediately after the Effective Time, each Unvested Company Option shall cease to represent a right to acquire shares of Class A Common Stock and terminated for no considerationshall be converted automatically into an option (a “Parent Option”) to acquire, on the same terms and conditions as were applicable to such Unvested Company Option immediately prior to the Effective Time (except as set forth in this sentence), such number of shares of Parent Common Stock as is equal to the quotient of (1) the number of shares of Class A Common Stock subject to the corresponding Unvested Company Option immediately prior to the Effective Time divided by (2) the Conversion Ratio; provided that any fractional shares resulting from such division shall be rounded down to the nearest whole share. The per share exercise price of any such Parent Option shall be equal to the product of (1) the per share exercise price of the corresponding Unvested Company Option immediately prior to the Effective Time multiplied by (2) the Conversion Ratio; provided that the exercise price resulting from such multiplication shall be rounded up to the nearest cent; provided further, that, in the case of any Unvested Company Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option, and the terms and conditions of exercise of such unvested option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. Except as set forth on Schedule 4.9(j), (i) no acceleration of the vesting of the Unvested Company Options thereupon shall no longer represent take place as a result of the right consummation of the Merger, and (ii) the vesting terms and the expiration dates of the Parent Options shall be identical to the vesting terms and expiration dates of the Company Options. Parent shall take all actions necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Unvested Company Options substituted with options to purchase Company Parent Common Stock or pursuant to Section 2.8(b). Parent shall effectuate such assumption and substitution in a manner consistent with the requirements of Section 424 of the Code, as applicable, and Section 409A of the Code. Within five (5) Business Days after the Effective Time, the shares of Parent Common Stock subject to Parent Options will be covered by a Form S-8 registration statement under the Securities Act. Promptly after the Effective Time, and in any other equity security event within ten (10) Business Days thereafter, Parent will mail to each holder of an Unvested Company Option, at the record address provided by the Company, Parent, a notice describing the Surviving assumption of such Unvested Company or any other Person or the right to receive any other considerationOption hereunder. (bc) The Company shall take all necessary steps within its control as may be required to effect the provisions of Section 2.7(a2.8(a) and Section 2.8(b) and to terminate the Company Stock Option Plans.