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

Treatment of Company Options and Warrants. (a) Prior to the Closing Date, the Company Board shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so that at the Effective Time (i) each option to purchase Common Stock held by the Persons set forth on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) of this Section 1.07(a), each option to purchase Common Stock (whether vested or unvested or Out-of-the-Money or not Out-of-the-Money) that has not been exercised prior to the Effective Time and that remains outstanding as of immediately before the Effective Time (the “Company Options”) shall automatically be cancelled and terminated and upon the cancellation thereof, each vested Company Option that is not Out-of-the-Money shall be converted into the right to receive an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Common Stock issuable upon the exercise of each such vested Company Option immediately prior to the Effective Time (including any acceleration as contemplated in Section 1.07(a)(i)), by (B) the excess of (x) the Per Share Residual Amount less (y) the exercise price per share (the “Option Exercise Price” and the sum of all such exercise prices, the “Aggregate Option Exercise Price”) of such vested Company Option (such excess amount to be paid for each such vested Company Option, an “Option Payment” and the sum of all such payments the “Aggregate Option Payment”), subject to adjustment pursuant to Section 1.08 and subject to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options shall be entitled to any Option Payment with respect thereto. Each holder of vested Company Options that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof immediately prior to the Effective Time, any additional amounts payable in respect of shares of Common Stock hereunder when, as and if paid pursuant to the terms hereof (including pursuant to Section 1.08(e)(iv) and ARTICLE VII) and the Escrow Agreement, and such holder shall be considered a Non-Qualifying Holder for such purposes. Buyer shall cause all consideration to be received by the holders of Company Options pursuant to this Section 1.07 to be paid to and distributed by the Surviving Corporation, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 1.14, and the Surviving Corporation shall pay all such consideration to such holders of Company Options in accordance with its standard payroll process, with the Option Payment being paid in the first standard payroll paid on or after the Closing Date, or in a special payroll no later than three Business Days after the Closing Date.

Treatment of Company Options and Warrants. (a) Prior to the Closing Date, the Company Board shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so that at At the Effective Time (i) each option to purchase Common Stock held Time, by virtue of the Persons set forth First Merger and without any further action on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) part of this Section 1.07(a)any party, each option to purchase Common Stock (whether vested or unvested or Out-of-the-Money or not Out-of-the-Money) Company Option that has not been exercised is outstanding immediately prior to the Effective Time Time, whether vested or unvested, shall be assumed and that remains outstanding as converted into (i) an option to purchase a number of immediately before shares of Acquiror Common Stock (such option, an “Exchanged Option”) and (ii) the Effective Time contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with Section 3.07 (the “Company OptionsOption Earnout Shares”) shall automatically be cancelled and terminated and upon ). As of the cancellation thereofEffective Time, each vested Company such Exchanged Option that is not Out-of-the-Money as so assumed and converted shall be converted into the right to receive an amount in cash exercisable for that number of shares of Acquiror Common Stock equal to the product obtained by multiplying (Arounded down to the nearest whole number) of (x) the aggregate number of shares of Company Common Stock issuable upon the exercise of each pursuant to such vested Company Option immediately prior to the Effective Time and (including any acceleration as contemplated in Section 1.07(a)(i)), by (By) the excess of Exchange Ratio, at an exercise price per share (xrounded down to the nearest whole cent) the Per Share Residual Amount less equal to (yA) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the “Option Exercise Price” Exchange Ratio; provided, however, that the exercise price and the sum number of all such exercise pricesshares of Acquiror Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the “Aggregate Option Exercise Price”) of such vested Company Option (such excess amount to be paid for each such vested Company Option, an “Option Payment” exercise price and the sum number of all shares of Acquiror Common Stock purchasable pursuant to such payments option shall be determined in accordance with the “Aggregate Option Payment”)foregoing, subject to adjustment pursuant such adjustments as are necessary in order to satisfy the requirements of Section 1.08 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and subject conditions (including vesting and exercisability terms) as were applicable to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired corresponding former Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options shall be entitled to any Option Payment with respect thereto. Each holder of vested Company Options that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof immediately prior to the Effective Time, any additional amounts payable in respect of shares of Common Stock hereunder when, as and if paid pursuant to the terms hereof (including pursuant to Section 1.08(e)(iv) and ARTICLE VII) and the Escrow Agreement, and such holder shall be considered a Non-Qualifying Holder for such purposes. Buyer shall cause all consideration to be received by the holders of Company Options pursuant to this Section 1.07 to be paid to and distributed by the Surviving Corporation, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 1.14, and the Surviving Corporation shall pay all such consideration to such holders of Company Options in accordance with its standard payroll process, with the Option Payment being paid in the first standard payroll paid on or after the Closing Date, or in a special payroll no later than three Business Days after the Closing Date.

Treatment of Company Options and Warrants. (a) Prior Effective as of the Effective Time, each Company Option that is then outstanding and not exercised or terminated pursuant to its terms at or immediately prior to the Closing DateEffective Time, the Company Board whether or not vested or exercisable, shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so that at the Effective Time (i) each be converted into a stock option to purchase Common Stock held by the Persons set forth on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) acquire shares of this Section 1.07(a), each option to purchase PubCo Class A Common Stock (whether vested a “Converted Class A Option”), or unvested or Out-of-the-Money or not Out-of-the-Money) that has not been exercised in the case of Company Options held by members of the Founder Group, shares of PubCo Class B Common Stock (a “Converted Class B Option” and, together with any Converted Class A Option, a “Converted Option”). Each such Converted Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying Company Option from which such Converted Option was converted immediately prior to the Effective Time (as adjusted pursuant to this Section 3.07(a) in accordance with the applicable Company Stock Plan and that remains outstanding as any award agreement). As of immediately before the Effective Time (the “Company Options”) shall automatically be cancelled and terminated and upon the cancellation thereofTime, each vested Company such Converted Option as so assumed and converted shall constitute an option to acquire (i) that is not Out-of-the-Money shall be converted into the right to receive an amount in cash equal to the product obtained number of shares of PubCo Class A Common Stock or PubCo Class B Common Stock (as applicable) determined by multiplying (A) the aggregate number of shares of Company Common Stock issuable upon the exercise of each subject to such vested underlying Company Option immediately prior to the Effective Time (including any acceleration as contemplated in Section 1.07(a)(i)), by (B) the excess Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, (xii) the Per Share Residual Amount less (y) at an exercise price per share determined by dividing the exercise price per share (of the “Option Exercise Price” and the sum of all such exercise prices, the “Aggregate Option Exercise Price”) of such vested underlying Company Option (such excess amount to be paid for each such vested Company Option, an “Option Payment” and the sum of all such payments the “Aggregate Option Payment”), subject to adjustment pursuant to Section 1.08 and subject to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options shall be entitled to any Option Payment with respect thereto. Each holder of vested Company Options that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent. As of the Effective Time, all Company Options shall cease to be outstanding and each Company Optionholder shall cease to have any additional amounts payable rights with respect to such Company Options, except with respect to the resulting Converted Options, as set forth in respect this ‎Section 3.07(a). Notwithstanding anything in this ‎Section 3.07(a) to the contrary, the exercise price and the number of shares of PubCo Class A Common Stock hereunder whenor PubCo Class B Common Stock, as and if paid pursuant applicable, subject to the terms hereof (including pursuant to Section 1.08(e)(iv) and ARTICLE VII) and the Escrow Agreement, and such holder each Converted Option shall be considered determined in a Non-Qualifying Holder for such purposes. Buyer shall cause all consideration to be received by manner consistent with the holders requirements of Company Options pursuant to this Section 1.07 to be paid to and distributed by 409A of the Surviving CorporationCode, treated as compensation by it and shall be net and, in the case of any applicable Taxes withheld pursuant Company Option that is intended to qualify as an incentive stock option within the meaning of Section 1.14422 of the Code, and the Surviving Corporation shall pay all such consideration to such holders of Company Options in accordance with its standard payroll process, consistent with the Option Payment being paid in requirements of Section 424 of the first standard payroll paid on or after the Closing Date, or in a special payroll no later than three Business Days after the Closing DateCode.

Treatment of Company Options and Warrants. (a) Prior to the Closing Date, the Each Company Board shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so Option that at the Effective Time (i) each option to purchase Common Stock held by the Persons set forth on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) of this Section 1.07(a), each option to purchase Common Stock is outstanding (whether vested or unvested or Out-of-the-Money or not Out-of-the-Moneyunvested) that has not been exercised as of immediately prior to the Effective Time shall be assumed by Parent and that remains outstanding as of immediately before the Effective Time (the “Company Options”) shall automatically be cancelled and terminated and upon the cancellation thereof, each vested Company Option that is not Out-of-the-Money shall be converted into a stock option (a “Parent Option”) to acquire shares of Domesticated Parent Class A Stock in accordance with this Section 2.09(a). Each such Parent Option as so assumed and converted shall continue to have, and shall be subject to, the right to receive an amount in cash equal same terms and conditions as applied to the product obtained by multiplying (A) the aggregate number of shares of Common Stock issuable upon the exercise of each such vested Company Option immediately prior to the Effective Time (including but taking into account any acceleration as contemplated changes thereto provided for in Section 1.07(a)(i))the applicable Company Equity Incentive Plan, by (B) the excess of (x) the Per Share Residual Amount less (y) the exercise price per share (the “Option Exercise Price” and the sum of all in any award agreement or in such exercise prices, the “Aggregate Option Exercise Price”) of such vested Company Option (such excess amount to be paid for by reason of this Agreement or the Transactions). As of the Effective Time, each such vested Company Option, an “Parent Option Payment” as so assumed and the sum of all such payments the “Aggregate Option Payment”), subject to adjustment pursuant to Section 1.08 and subject to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options converted shall be entitled to any Option Payment with respect thereto. Each holder for that number of vested shares of Domesticated Parent Class A Stock determined by multiplying the number of shares of the class of Company Options Capital Stock that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof of such Company Option immediately prior to the Effective TimeTime by the Fully Diluted Adjusted Merger Consideration for such class, any additional amounts payable in respect which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Fully Diluted Adjusted Merger Consideration for such class, which quotient shall be rounded up to the nearest whole cent; provided, that such per share exercise price and the number of shares of Common Domesticated Parent Stock hereunder when, as and if paid purchasable pursuant to such Company Option shall be determined in a manner consistent with the terms hereof (including requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Domesticated Parent Stock purchasable pursuant to Section 1.08(e)(iv) and ARTICLE VII) and the Escrow Agreement, and such holder Company Option shall be considered a Non-Qualifying Holder for such purposes. Buyer shall cause all consideration to be received by the holders of Company Options pursuant to this Section 1.07 to be paid to and distributed by the Surviving Corporation, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 1.14, and the Surviving Corporation shall pay all such consideration to such holders of Company Options determined in accordance with its standard payroll processthe foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. The Company shall terminate the Company Equity Incentive Plans as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of Parent Options shall cease to have any rights with the Option Payment being paid respect to such Company Options, except as set forth in the first standard payroll paid on or after the Closing Date, or in a special payroll no later than three Business Days after the Closing Datethis Section 2.09(a).