Common use of Treatment of Company Options and Company Warrants Clause in Contracts

Treatment of Company Options and Company Warrants. Parent shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parent.

Treatment of Company Options and Company Warrants. Parent shall not assume On the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any options further action on the part of any Party or any other Person, each Company Option to purchase a whole share of Company Common Stock (whether vested or unvested) and each warrant to purchase a whole share of Company Common Stock (each, a “Company Warrant”) that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed and converted into a right to purchase a number of shares of Acquiror Common Stock (each, an “Acquiror Option” or an “Acquiror New Warrant,” as applicable), with each such Acquiror Option and Acquiror New Warrant then representing the right to purchase (i) the number of whole shares of Acquiror Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock (the "Company Options"), even if subject to such Company Options are outstanding Option or Company Warrant, as applicable, immediately before prior to the Effective Time multiplied by (B) the Exchange Ratio, (ii) at an exercise price per share of Acquiror Common Stock (rounded up to the Merger and are fully vested and exercisable nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock applicable to such Company Option or Company Warrant, as applicable, immediately before prior to the Effective Time by (B) the Exchange Ratio. Notwithstanding anything in this Section 3.03 to the contrary, the exercise price and the number of shares of Acquiror Common Stock subject to the Acquiror Options, as applicable, shall be determined in a manner consistent with the requirements of Section 409A of the Merger. All Code and in the case of any Company Options shall have been exercised or terminated prior Option to which Section 422 of the Code applies, the exercise price of and number of shares subject to the Closing DateAcquiror Options as applicable, shall be subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations Section 1.424-1(a). The Company shall have taken all necessary action to implement and carry out the provisions of Except as provided in this Section 2.033.03, including, without limitation, taking the actions described in Section 6.02(e). At each such Acquiror Option and Acquiror New Warrant shall continue following the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and shall be subject to, the same terms and conditions of such Company Warrant immediately prior as applied to the Effective Time of the Merger (includingunderlying Company Option or Company Warrant, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting)as applicable, immediately prior to the Effective Time (but taking into account any changes thereto by reason of this Agreement or the Merger, multiplied by the Common Stock Exchange Ratio and rounded down Transactions). Prior to the nearest whole shareEffective Time, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up Parties shall take all actions as are necessary to the nearest whole cent. At the Effective Time of the Merger, (x) all references in effectuate the related warrant agreements to treatment of the Company shall be deemed Options and Company Warrants pursuant to refer to Parent this Section 3.03 and (y) Parent shall assume all of cause the Company's obligations with respect Company Stock Plans to such Company Warrants as so amended. As promptly as reasonably practicable after terminate at or prior to the Effective Time Time, if so requested by Acquiror no later than five Business Days prior to the Effective Time. Between the date of this Agreement and the MergerClosing Date, Parent the Company shall issue to obtain written confirmation from each holder of any Company Options and Company Warrants that such holder will acknowledge and accept the treatment of the Company Warrant a document evidencing the foregoing adjustments Options and assumption Company Warrants contemplated by Parentthis Section 3.03.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) At the Effective Time, each option to purchase shares of acquire Company Common Stock (the "each, a “Company Options"), even if such Company Options are Option”) that is outstanding and unexercised immediately before prior to the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than under the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company WarrantEquity Plan or otherwise, whether or not vested, shallshall be converted into and become an option to purchase Parent Common Stock, by virtue and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the Merger, be assumed date of the Agreement) of the Company Equity Plan and the terms of the stock option agreement by Parent. Each which such Company Warrant so Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent hereunder will continue shall thereupon be converted into rights with respect to haveParent Common Stock. Accordingly, from and be subject to, the same terms and conditions of such Company Warrant immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will Option shall become exercisable in accordance with its terms) for that an option to purchase a number of whole shares of Parent Common Stock equal to determined by multiplying (i) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Warrant (assuming full vesting)Option, as in effect immediately prior to the Effective Time of Time, by (ii) the MergerExchange Ratio, multiplied by and rounding the Common Stock Exchange Ratio and rounded resulting number down to the nearest whole share, and number of shares of Parent Common Stock; at an exercise price per share determined by dividing (iiA) the per share exercise price for the shares of Parent Company Common Stock issuable upon exercise of each subject to such assumed Company Warrant will be divided Option, as in effect immediately prior to the Effective Time, by (B) the Common Stock Exchange Ratio and rounded rounding the resulting exercise price up to the nearest whole cent; provided, however, that such conversion shall in all events occur in a manner satisfying the requirements of Sections 409A, 422 and 424 of the Code and Treasury Regulation Section 1.424-1. At Except as specifically provided in this Section 3.2, following the Effective Time of Time, each Company Option shall, if applicable, continue to be governed by the Merger, (x) all references same terms and conditions as set forth in the related warrant agreements Company Equity Plan and any agreement thereunder as were applicable immediately prior to the Effective Time; provided, however, that to the extent provided under the terms of a Company shall Option, such Company Option assumed by Parent in accordance with this Section 3.2(a) shall, in accordance with its terms, be deemed subject to refer further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent and (y) Common Stock subsequent to the Effective Time. In addition to the foregoing, Parent shall assume all the Company Equity Plan, and the number and kind of shares available for issuance under the Company Equity Plan shall be converted into shares of Parent Common Stock in accordance with the adjustment provisions of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by ParentEquity Plan.

Treatment of Company Options and Company Warrants. Parent (i) No Company Option shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised be assumed or terminated prior to the Closing Dateotherwise replaced by Parent. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), Parties acknowledge that in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shallOption Plan, by virtue of the MergerMerger and without any action on the part of the Company, be assumed by Parent. Each such Parent or Merger Sub or the holders of Company Warrant so assumed by Parent hereunder will continue to haveOptions, each Company Option outstanding and be subject to, the same terms and conditions of such Company Warrant unexercised immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except shall be accelerated in full so that (i) each such Company Warrant will Option is fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. At the Effective Time, each holder of an outstanding and unexercised Company Option with a per share exercise price less than the Per Share Amount (each, an “In-the-Money Option”) shall be exercisable (or will become exercisable entitled to receive an amount, in accordance with its terms) for that number of whole shares of Parent Common Stock cash, without interest, equal to the number excess, if any, of shares of Company Common Stock that were issuable upon the Per Share Amount over the per share exercise price of such In-the-Money Option (such amount being hereinafter referred to as the “Option Consideration”). Parent shall, or shall cause the Company Warrant to, pay to the holders of In-the-Money Options the Option Consideration (assuming full vesting), after performing any required Tax withholding) as soon as practicable after the Effective Time and in any case within ten (10) Business Days thereafter. Each Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Amount shall automatically be cancelled as of the MergerEffective Time without any consideration payable in respect thereof. Notwithstanding the foregoing, multiplied a portion of the Option Consideration payable to each Company Securityholder pursuant to this Section 2.6(c)(i) with respect to In-the-Money Options held by such Company Securityholder, as set forth on the Common Stock Exchange Ratio Allocation Certificate, shall be (i) withheld and rounded down placed in escrow pursuant to the nearest whole share, provisions of Section 2.9(a) and (ii) withheld and placed in the per share exercise price for Stockholder Representative Account in accordance with Section 7.6. However, due to applicable legal limits on the shares duration of Parent Common Stock issuable upon exercise any deferral to option holders, any amounts not paid to holders of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At In-the-Money Options within five (5) years of the Effective Time of the Merger, (x) all references in the related warrant agreements will cease to the Company be payable to such holders and instead shall be deemed allocated to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such other Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant Securityholders on a document evidencing the foregoing adjustments and assumption by Parentpro rata basis.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) As soon as practicable following the date hereof, pursuant to purchase shares the terms and provisions of Company Common Section 12(c) of the Voxeo Corporation 2007 Incentive Stock Plan (the "Company Options"“2007 Plan”), even if such each holder of one or more Company Options are outstanding issued under the 2007 Plan (the “2007 Plan Options”) shall be notified in writing or electronically that, contingent upon the Closing, (i) such holder's 2007 Plan Options shall become fully vested and exercisable, (ii) such holder has the right to either (A) exercise such holder's 2007 Plan Options by executing and delivering an exercise agreement in the form included with the 2007 Plan (the “2007 Plan Exercise Agreement”) or (B) accept the Option Consideration without interest thereon in cancellation of such 2007 Plan Options by executing and delivering an option cancellation agreement in a form reasonably acceptable to Parent and the Company, which will contain provisions that such Option holder agrees to be bound by the obligations in the Merger Agreement (the “Option Cancellation Agreement”), (iii) such holder shall be given a period of at least fifteen (15) days following delivery of such notice to execute and deliver a 2007 Plan Exercise Agreement or an Option Cancellation Agreement, and (iv) such holder's 2007 Plan Option shall terminate no earlier than the fifteen (15) day period following delivery of such notice (the “2007 Plan Notice Period”), and the Company shall take all necessary action so that such notifications occur and any such 2007 Plan Options which have not been exercised pursuant to a 2007 Plan Exercise Agreement or cancelled pursuant to an Option Cancellation Agreement shall be cancelled immediately before the and without payment thereon prior to Effective Time by virtue of the Merger and are fully vested the terms and exercisable immediately before the Effective Time provisions of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parent2007 Plan.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) Effective as of the Effective Time, each option to purchase shares of the Company Common Stock (the "a “Company Options"), even if such Option”) granted under any Company Options are Group Stock Plan that is outstanding and unexercised immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company WarrantTime, whether or not vestedthen vested or exercisable, shall, by virtue of the Merger, shall be assumed by ParentPubCo and shall be converted into a stock option (a “Closing PubCo Option”) to acquire shares of PubCo Common Stock in accordance with this Section 3.5(a). Each such Company Warrant Closing PubCo Option as so assumed by Parent hereunder will and converted shall continue to have, and shall be subject to, the same terms and conditions of such (the “Original Option Terms”) as applied to the Company Warrant Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable Company Group Stock Plan, in any award agreement or in such Company Option by reason of this Agreement or the Transactions). As of the Merger (includingEffective Time, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will Closing PubCo Option as so assumed and converted shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent PubCo Common Stock equal to determined by multiplying the number of shares of the Company Common Stock that were issuable upon exercise of subject to such Company Warrant (assuming full vesting), Option immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and Ratio, which product shall be rounded down to the nearest whole sharenumber of shares, and (ii) at a per share exercise price determined by dividing the per share exercise price for of such Company Option immediately prior to the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided Effective Time by the Common Stock Exchange Ratio and Ratio, which quotient shall be rounded up down to the nearest whole cent. At The Company shall terminate the Company Group Stock Plans as of the Effective Time Time. As of the MergerEffective Time, (x) all references in the related warrant agreements Company Options shall no longer be outstanding and each holder of Closing PubCo Options shall cease to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations have any rights with respect to such Company Warrants Options, except as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parentset forth in this Section 3.5.

Treatment of Company Options and Company Warrants. Parent (a) Immediately prior to the Effective Time, each outstanding Company Option shall not assume any options become fully vested and exercisable in full. At the Effective Time, each unexercised Company Option shall be cancelled and converted into the right to purchase shares receive for each share of Company Common Stock subject to such Company Option, the sum of (i) (A) the Per Share Closing Merger Consideration Amount, minus (B) the exercise price of such Company Option (the "Company Options"“Closing Net Option Payment”), even plus (ii) the Per Share Closing Working Capital Adjustment Amount, if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03any, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of Section 1.13, plus (iii) the applicable warrant agreementPer Share Earnout Amount, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Mergerif any, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior pursuant to the Effective Time terms of Section 1.14, plus (iv) the Merger Per Share Escrow Release Amount, if any, pursuant to the terms of Section 8.8, plus (includingv) the Per Share Expense Fund Distribution Amount, without limitationif any, any repurchase rights or vesting provisions and provisions regarding pursuant to the acceleration terms of vesting and exercisability on certain transactionsSection 8.2(b), except that (i) each such Company Warrant will be exercisable (or will become exercisable it being understood that, if the exercise price payable in accordance with its terms) for that number respect of whole shares of Parent Common Stock equal to the number of shares a share of Company Common Stock that were issuable upon exercise subject to any Company Option exceeds the sum of such Company Warrant (assuming full vesting)Per Share Closing Merger Consideration Amount, immediately prior to the Effective Time of Per Share Closing Working Capital Adjustment Amount, the MergerPer Share Earnout Amount, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole sharePer Share Escrow Release Amount, and (ii) the per share exercise price for Per Share Expense Fund Distribution Amount, then the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations amount payable hereunder with respect to such Company Warrants as so amendedOption shall be zero). As promptly as reasonably practicable Within three (3) Business Days after the Effective Time of the MergerClosing, Parent shall issue pay by wire transfer of immediately available funds to the Surviving Corporation and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options, the applicable Closing Net Option Payment, if any, for each share underlying such holder’s Company Options less any required withholding of Taxes under applicable Law. Notwithstanding anything contained herein to the contrary, all payments to holders of Company Options under this Section 1.8(a) will be subject to such holder executing and delivering to the Company a duly executed agreement (in form and substance reasonably satisfactory to Parent and the Company) pursuant to which such holder agrees to (a) a release of any claims and covenant not to xxx in favor of the Company and its Affiliates in respect of such Company Warrant a document evidencing Options held by such holder and (b) to be bound by the foregoing adjustments and assumption by Parentprovisions of this Agreement applicable to Company Securityholders, including the indemnification obligations of Company Securityholders under Article VIII hereunder.