Common use of Treatment of Company Options and Restricted Shares Clause in Contracts

Treatment of Company Options and Restricted Shares. (a) Immediately prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Shares (the “Company Options”) under any stock option plan of the Company, or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (A) the total number of Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company as soon as practicable (but in no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Shares, but shall only entitle such holder to the payment of the Option Consideration. (b) Immediately prior to the Effective Time, (i) each outstanding share of restricted stock, phantom share, restricted unit, performance stock unit and restricted stock unit (for the avoidance of doubt, other than any “cash settled fixed-value restricted unit”) (each, a “Restricted Share”) under the Company Equity Plan shall become immediately vested in full and all restrictions thereupon shall lapse, (ii) each vested Restricted Share shall be cancelled and the holder thereof shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Restricted Share as soon as practicable (but in no event later than three (3) business days) following the Effective Time and (iii) all dividend equivalents with respect to such Restricted Shares, to the extent not yet paid, shall be paid in full as soon as practicable (but in no event later than three (3) business days) following the Effective Time. (c) The Company shall pass resolutions providing for the treatment of the Company Options and Restricted Shares (collectively, the “Company Equity Awards”) as contemplated by this Section 2.4 to the effect that (i) all awards issued under the Company Equity Plan shall be settled as of the Effective Time as contemplated by this Agreement, and (ii) neither any holder of Company Equity Awards, nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plan, except as provided in this Section 2.4.

Treatment of Company Options and Restricted Shares. (a) Immediately prior to At the Effective Time, , (i) each outstanding, unvested and unexercised option to purchase Shares (the a “Company OptionsOption”) under any stock option plan of pursuant to the Company’s 2006 Share Incentive Plan, or any other plan, agreement or arrangement of as amended and the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement Company’s 2008 Share Incentive Plan (collectively, the “Company Equity PlanShare Incentive Plans”)) that is then outstanding and unexercised, vested or unvested, shall become immediately vested be cancelled and exercisable in fullconverted into the right to receive, net of any applicable withholding Taxes and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to soon as reasonably practicable after the Effective Time, all such Company Options shall be cancelled and, cash in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (Ax) the total number of Shares previously subject to issuable upon exercise of such Company Option and immediately prior to the Effective Time multiplied by (By) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price payable per Share previously subject issuable under such Company Option; provided that the Company Options that are included in the Rollover Shares as set forth on Appendix II hereto shall be cancelled pursuant to the terms of the Contribution Agreement and no consideration shall be delivered with respect thereto; provided, further, that if the exercise price payable per Share issuable under any Company Option is greater than the Per Share Merger Consideration, such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall will be paid by the Company as soon as practicable (but in cancelled for no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Shares, but shall only entitle such holder to the payment of the Option Consideration.payment; and (b) Immediately prior to the Effective Time, (i) each outstanding share of restricted stock, phantom share, restricted unit, performance stock unit and restricted stock unit (for the avoidance of doubt, other than any “cash settled fixed-value restricted unit”) (each, a “Restricted Share”) under the Company Equity Plan shall become immediately vested in full and all restrictions thereupon shall lapse, (ii) each restricted Share of the Company issued pursuant to the Company Share Incentive Plans that is then outstanding, vested or unvested (“Restricted Share Shares”), shall automatically become fully vested and be released from any restrictions on transfer and shall be cancelled and converted into the holder thereof shall be entitled right to receive the Per Share Merger Consideration Consideration, net of any applicable withholding Taxes; provided that the Restricted Shares that are included in respect the Rollover Shares shall be cancelled pursuant to the terms of each Share underlying the cancelled vested Restricted Share as soon as practicable (but in Contribution Agreement and no event later than three (3) business days) following the Effective Time and (iii) all dividend equivalents consideration shall be delivered with respect to such Restricted Shares, to the extent not yet paid, shall be paid in full as soon as practicable (but in no event later than three (3) business days) following the Effective Timethereto. (c) The Company shall pass resolutions providing for the treatment of the Company Options and Restricted Shares (collectively, the “Company Equity Awards”) as contemplated by this Section 2.4 to the effect that (i) all awards issued under the Company Equity Plan shall be settled as of the Effective Time as contemplated by this Agreement, and (ii) neither any holder of Company Equity Awards, nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plan, except as provided in this Section 2.4.

Treatment of Company Options and Restricted Shares. (a) Immediately No later than fifteen (15) days prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Common Shares (the “Company Options”) granted under any stock option plan of the Company, Company Equity Plan or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity PlanOptions”), ) shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement thereforthereof, a payment in cash of an amount equal to the product of (A) the total number of Common Shares previously subject to for which such Company Option remains outstanding and unexercised immediately prior to the Effective Time and (B) the excess, if any, of the Merger Common Consideration over the exercise price per Common Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company Surviving Corporation as soon as practicable (but in no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any each such cancelled Company Option shall no longer be exercisable by the former holder thereof for Sharesthereof, but shall only entitle such holder to the payment of the Option Consideration, if any. Parent shall not assume any Company Options. (b) Immediately prior to the Effective Time, (i) each all outstanding share shares of restricted stock, phantom share, restricted unit, performance stock unit and restricted stock unit (for the avoidance of doubt, other than any “cash settled fixed-value restricted unitRestricted Shares”) (each, a “Restricted Share”) granted under the any Company Equity Plan shall become immediately vested in full and all restrictions thereupon shall lapse, (ii) each vested and such Restricted Share Shares shall be cancelled and in exchange for the holder thereof right to receive, with respect to each Restricted Share so cancelled, the Common Consideration, which shall be entitled to receive paid by the Merger Consideration in respect of each Share underlying the cancelled vested Restricted Share Surviving Corporation as soon as practicable (but in no event later than three (3) business days) following the Effective Time and (iii) all dividend equivalents with respect to such Restricted Shares, to the extent not yet paid, shall be paid in full as soon as practicable (but in no event later than three (3) business days) following the Effective Time. (c) The Company shall pass resolutions providing for take all actions as may be necessary to effectuate the treatment of the Company Options and Restricted Shares (collectively, the “Company Equity Awards”) as contemplated by this Section 2.4 2.4, including delivery of any notices required. Prior to the effect that (i) all awards issued under taking any such actions, the Company Equity Plan shall be settled as of the Effective Time as contemplated by this Agreementconsult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on any related notices, and (ii) neither any holder of Company Equity Awards, nor any filings or other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plan, except as provided in this Section 2.4documents.

Treatment of Company Options and Restricted Shares. (a) Immediately prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Shares (together, the “Company Options”) under any stock option plan of the Company, including the Amended and Restated 2005 Incentive Award Plan, or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (A) the total number of Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company Surviving Corporation as soon as practicable (but in no event later than three five (35) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Sharesthereof, but shall only entitle such holder to the payment of the Option Consideration. (b) Immediately prior to the Effective Time, (i) each outstanding share of restricted stockstock (together, phantom share, restricted unit, performance stock unit and restricted stock unit (for the avoidance of doubt, other than any “cash settled fixed-value restricted unit”) (each, a “Restricted ShareShares”) under the Company Equity Plan shall become immediately vested in full and all restrictions thereupon shall lapse, and (ii) each vested Restricted Share shall be cancelled and the holder thereof shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Restricted Share as soon as practicable (but in no event later than three (3accordance with Section 2.1(c) business days) following the Effective Time and (iii) all dividend equivalents with respect to such Restricted Shares, to the extent not yet paid, shall be paid in full as soon as practicable (but in no event later than three (3) business days) following the Effective Timehereof. (c) The Company shall pass resolutions providing for take all corporate actions necessary to effectuate the treatment of the Company Options and Restricted Shares (collectively, the “Company Equity Awards”) as contemplated by this Section 2.4 and to the effect ensure that (i) all awards issued under the Company Equity Plan shall be settled cancelled as of the Effective Time as contemplated by this AgreementTime, and (ii) neither any holder of Company Equity Awards, nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, or Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plan, except as provided in this Section 2.4. (d) After the Effective Time, the Company Equity Plan shall be terminated and no further Company Equity Awards or other rights with respect to Shares shall be granted thereunder.

Treatment of Company Options and Restricted Shares. (a) Immediately prior At the Closing Date, to the Effective Timeextent permissible under applicable law, each Company Stock Option (ior portion thereof) each outstanding, unvested and unexercised option to purchase Shares (the “Company Options”) under any stock option plan of the Company, or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain is outstanding and are unexercised unvested as of immediately prior to the Effective TimeClosing Date and that is held by a Transferred Employee, all shall, subject to action on the part of Seller and the holder of such Company Stock Option as described below in this Section 5.19, be assumed or substituted by Guarantor upon and subject to the terms of this Agreement (each, an “Assumed Option”). Except as provided herein, each Assumed Option shall be subject to the same terms and conditions as applied to the related Company Stock Option immediately prior to the Closing Date, including the vesting schedule, except that (A) the number of shares of Guarantor common stock subject to each Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock underlying such Assumed Option as of immediately prior to the Closing Date multiplied by (y) the Option Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Option was exercisable immediately prior to the Closing Date by (y) the Option Exchange Ratio (with the resulting price per share rounded up to the nearest cent). It is the intent of the parties hereto that, to the extent reasonably practicable and permitted by applicable law, the assumption or substitution of Assumed Options will be effected in a manner that is intended to satisfy Section 409A of the Code and the Treasury Regulations promulgated thereunder and, with respect to options classified as “incentive stock options,” in a manner that is intended to satisfy the requirements of Section 424 of the Code and Treasury Regulations promulgated thereunder; provided, however, that the parties understand and acknowledge that Assumed Options relating to Company Stock Options that, prior to the Closing Date were intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code and Treasury Regulations thereunder may not so qualify. Notwithstanding the provisions of this Section 5.19(a), each Company Stock Option (i) held by a Person other than a Transferred Employee, (ii) held by a Transferred Employee employed outside the U.S. (including, but not limited to, Company Stock Options held by Business Employees employed by any Acquired Company), or (iii) that is vested as of immediately prior to the Closing Date shall not be assumed or otherwise substituted by Guarantor and shall in no event become Assumed Options. (b) At the Closing Date, each Company Stock Option (or portion thereof) that is outstanding and unvested as of immediately prior to the Closing Date and is held by a Transferred Employee employed outside the U.S. shall be cancelled and(each, in exchange therefor, a “Cancelled Option”) and each holder of any such cancelled Company Option Transferred Employee shall be entitled to receive, in consideration of the cancellation full satisfaction and payment of such Company Transferred Employee’s rights with respect to such Cancelled Option and in settlement therefor, a payment in cash of an amount equal to the product of cash determined by multiplying (Ax) the total number of Shares previously shares of Company Common Stock subject to such Company Cancelled Option and immediately prior to the Closing Date, by (By) the excess, if any, Company Common Stock Value less the per share exercise price of the Merger Consideration over the exercise price per Share previously subject to such Company Option option (such amount being hereinafter referred to as the “Cancelled Option Consideration”). The Cancelled Option Consideration will be subject to the same vesting restrictions and continued service requirements applicable to the unvested Company Stock Option immediately prior to the Closing Date, except for administrative changes that are not materially adverse to the holder of such Cancelled Option or to which the holder consents. Payment of the Cancelled Option Consideration in respect to the Cancelled Option shall be paid made, subject to such terms and conditions, on the vesting dates applicable to the unvested Company Stock Option, less applicable tax withholding. (c) At the Closing Date, each Restricted Share granted as an early exercise Company Stock Option under any Company Stock Plan that is outstanding and unvested as of immediately prior to the Closing Date and is held by a Transferred Employee shall, subject to action on the part of Seller and the holder of such Restricted Share as described below in this Section 5.19, be assumed or substituted by Guarantor upon and subject to the terms of this Agreement (each, an “Assumed Restricted Share”). Except as provided herein, each Assumed Restricted Share shall be subject to the same terms and conditions as applied to the related Restricted Share immediately prior to the Closing Date, including the vesting schedule. The number of shares of Guarantor common stock subject to such Assumed Restricted Share shall be equal to the product of the (x) the number of shares of Company Common Stock underlying such Assumed Restricted Share as soon of immediately prior to the Closing Date multiplied by (y) the Option Exchange Ratio (with the resulting number rounded down to the nearest whole share). Notwithstanding the provisions of this Section 5.19(c), each Restricted Share (i) held by a Person other than a Transferred Employee, (ii) held by a Transferred Employee employed outside the U.S. (including, but not limited to, Restricted Shares held by Business Employees employed by any Acquired Company), or (iii) that is vested as practicable (but of immediately prior to the Closing Date shall not be assumed or otherwise substituted by Guarantor and shall in no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for become Assumed Restricted Shares, but shall only entitle such holder to the payment of the Option Consideration. (bd) Immediately At the Closing Date, each Restricted Share that is outstanding and unvested as of immediately prior to the Effective Time, (i) each outstanding share of restricted stock, phantom share, restricted unit, performance stock unit Closing Date and restricted stock unit (for is held by a Transferred Employee employed outside the avoidance of doubt, other than any “cash settled fixed-value restricted unit”) U.S. shall be cancelled (each, a “Cancelled Restricted Share”) under and each such Transferred Employee shall be entitled to receive, in full satisfaction and payment of such Transferred Employee’s rights with respect to such Cancelled Restricted Share an amount of cash determined by multiplying (x) the number of shares of Company Common Stock subject to such Cancelled Restricted Share immediately prior to the Closing Date, by (y) the Company Equity Plan shall become Common Stock Value (the “Cancelled Restricted Share Consideration”). The Cancelled Restricted Share Consideration will be subject to the same vesting restrictions and continued service requirements applicable to the unvested Restricted Shares immediately vested prior to the Closing Date, except for administrative changes that are not materially adverse to the holder of such Cancelled Restricted Share or to which the holder consents. Payment of the Cancelled Restricted Share Consideration in full and all restrictions thereupon shall lapse, (ii) each vested respect to the Cancelled Restricted Share shall be cancelled made, subject to such terms and conditions, on the holder thereof shall be entitled vesting dates applicable to receive the Merger Consideration in respect of each Share underlying unvested Restricted Share, less applicable tax withholding. (e) To the cancelled vested Restricted Share extent necessary, as soon as reasonably practicable (but in no event later than three (3) business days) following the Effective Time and Closing Date Guarantor will file a Form S-8 (iiior other appropriate form) all dividend equivalents with respect to such the shares of Guarantor common stock issuable with respect to the Assumed Options and Assumed Restricted Shares. Notwithstanding the foregoing provisions of this Section 5.19, prior to the extent not yet paidClosing Date, Seller shall take or cause to be taken all action, shall obtain consents and the release of claims of each affected Transferred Employee with respect to any assumption or substitution, or any cancellation and payment, by Guarantor under this Section 5.19 and shall provide all notices, as may be paid in full as soon as practicable (but in no event later than three (3) business days) following required, whether under the Effective Time. (c) The Company shall pass resolutions providing for Stock Plans or otherwise, reasonably necessary or requested by Buyer or Guarantor to effect the treatment of the Company Stock Options and Restricted Shares (collectively, the “of Company Equity Awards”) as contemplated by Common Stock pursuant to this Section 2.4 to the effect that (i) all awards issued under the Company Equity Plan shall be settled as of the Effective Time as contemplated by this Agreement, and (ii) neither any holder of Company Equity Awards, nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Equity Plan, except as provided in this Section 2.45.19.

Treatment of Company Options and Restricted Shares. (a) Immediately The board of directors of the Company (the “Board”) has duly adopted appropriate resolutions and has taken all other actions as may be required such that at or prior to the Effective Time, Closing: 3 (i) each outstandingAt and subject to the Closing, all unvested Company Options that are outstanding and unexercised option immediately prior to purchase Shares (the “Closing shall be accelerated and shall become vested Company Options. In addition, all Company Options that are outstanding as of the Closing (including the Company Options referenced in the preceding sentence) shall be cancelled as of and subject to the Closing and each holder thereof (each, an “Optionholder”) under shall cease to have any stock option plan rights with respect thereto, except for, subject to the execution and delivery by such Optionholder of an Option Acknowledgment Agreement, the right of such Optionholder to receive (A) such Optionholder’s portion of the Company, or any other plan, agreement or arrangement Aggregate Optionholders Closing Payment set forth next to such Optionholder’s name on the Allocation Schedule and (B) such Optionholder’s allocable portion of (x) the Excess Amount (if any) and the portion of the Adjustment Escrow Amount (if any) payable to the Selling Shareholders and Optionholders, as and to the extent any such amount is actually paid to the Selling Shareholders and Optionholders pursuant to this Agreement (y) the portion of the Indemnity Escrow Fund, if any, that is payable to the Selling Shareholders and Optionholders, as and to the extent any such amount is actually paid to the Selling Shareholders and Optionholders pursuant to this Agreement and (z) the portion of the Expense Fund, if any, delivered by the Shareholders Representative to the Payment Agent or the Purchaser or one of its Affiliates in accordance with this Agreement for further distribution to the Selling Shareholders and Optionholders, as and to the extent any such amount is actually paid to the Selling Shareholders and Optionholders pursuant to this Agreement. Notwithstanding the foregoing, if the exercise price payable in respect of an Ordinary Share underlying a Company Option equals or any exceeds the Applicable Price Per Share of an Ordinary Share, such Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), Option shall become immediately vested and exercisable in fullautomatically, and without any further action required by any Person, be cancelled for no consideration at the Closing and the Optionholder shall have no further rights with respect to such Company Option. (ii) with respect to any All Company Options that remain Shares outstanding and are unexercised as of immediately prior to the Effective Time, Closing that are subject to vesting or repurchase rights shall be accelerated such that all such Company Options Shares shall be cancelled andfully vested as of the Closing and the Company and all Selling Shareholders party to any of the Amended and Restated Founder Share Call Option Agreements, in exchange therefordated June 23, 2016, between the Company, each holder Founder and certain Selling Shareholders hereby agrees to the foregoing treatment and waives any right to repurchase such Company Shares. (iii) All restrictions on the transfer of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal Shares applicable to the product of (A) Transactions which are set forth in the total number of Shares previously subject to such Company Option and (B) Articles, the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall Existing Shareholder Agreements or otherwise arising under applicable law which may otherwise be paid waived by the Company as soon as practicable (but in no event later than three (3) business days) following the Effective Time. From and after the Effective TimeCompany, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Shares, but shall only entitle such holder have been duly waived with respect to the payment of the Option ConsiderationTransactions. (b) Immediately prior Prior to the Effective TimeClosing, (ithe Company shall take all actions necessary to give effect to the transactions contemplated by Section 1.2(a) each outstanding share of restricted stock, phantom share, restricted unit, performance stock unit and restricted stock unit (for to ensure that the avoidance of doubtCompany will not at the Closing be bound by any Company Options or other rights or agreements which would entitle any Person, other than any “cash settled fixed-value restricted unit”) (each, a “Restricted Share”) under the Company Equity Plan shall become immediately vested in full and all restrictions thereupon shall lapse, (ii) each vested Restricted Share shall be cancelled and the holder thereof shall be entitled to receive the Merger Consideration in respect of each Share underlying the cancelled vested Restricted Share as soon as practicable (but in no event later than three (3) business days) following the Effective Time and (iii) all dividend equivalents with respect to such Restricted SharesPurchaser, to the extent not yet paid, shall be paid in full as soon as practicable (but in no event later than three (3) business days) following the Effective Time. (c) The Company shall pass resolutions providing for the treatment own any share capital of the Company Options and Restricted Shares (collectively, the “Company Equity Awards”) as contemplated by this Section 2.4 to the effect that (i) all awards issued under the Company Equity Plan shall be settled as of the Effective Time as contemplated by this Agreement, and (ii) neither any holder of Company Equity Awards, nor any other participant in any Company Equity Plan shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation, Parent, or to receive any payment in respect thereof, and that all Company Options, whether vested or benefit unvested, shall expire and be cancelled and terminated and represent only the right to receive the consideration set forth in Section 1.2(a)(i). 4 (c) Prior to or concurrently with respect to any award previously granted under the Closing, the Company Equity Planshall send to each Optionholder an Optionholder Acknowledgment Agreement in the form attached hereto as Exhibit I (“Optionholder Acknowledgement Agreement”), except as provided in this Section 2.4and shall use its reasonable best efforts to cause each such Optionholder to execute and return such Optionholder Acknowledgement Agreement. The Company shall provide the Purchaser with a copy of each Optionholder Acknowledgement Agreement promptly following receipt.