Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. Immediately prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Company Stock Plans shall, automatically and without any required action on the part of the holder thereof, be converted into an option to purchase shares of Parent Common Stock (each, a “Converted Option”), unless otherwise provided in (i) an agreement with the Company to which the holder of such Company Option is a party or (ii) Schedule 2.2(a) of the Company Disclosure Letter. For each Converted Option, (i) the number of shares of Parent Common Stock subject to each such Converted Option shall be equal to the product (with the result rounded down to the nearest whole share) of (A) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio and (ii) the exercise price per share of Parent Common Stock shall be equal to the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Converted 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 Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time. Notwithstanding the foregoing, each Company Option that is outstanding immediately prior to the Effective Time and held by a non-employee director of the Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Cash Equivalent over the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or payment.

Treatment of Company Options. Immediately prior Prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Company Stock Plans and Parent and the Board of Directors of the Company (or any duly authorized committee thereof) shall, automatically and without any required action on the part as applicable, take or cause to be taken all corporate actions necessary, including adopting appropriate resolutions to provide that, as of the holder thereofEffective Time, each Company Option (whether or not vested) shall be converted into an option assumed by Parent and shall continue in full force and effect, containing the same terms, conditions, vesting and other provisions as are currently applicable to purchase shares of Parent Common Stock such Company Options; provided that (each, a “Converted Option”), unless otherwise provided in (iA) an agreement with the Company to which the holder of each such Company Option is a party or (ii) Schedule 2.2(a) of the Company Disclosure Letter. For each Converted Option, (i) the shall be exercisable for such number of shares of Parent Common Stock subject to each such Converted Option shall be equal to Class A Shares that equals the product (with Conversion Ratio multiplied by the result rounded down to the nearest whole share) of (A) the total number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time multiplied by (B) the Exchange Ratio and (ii) the Time, in each case, at such per share exercise price that shall equal the per share of Parent Common Stock shall be equal to the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per share of Company Common Stock of such Company Option as of immediately prior to the Effective Time divided by the Conversion Ratio (as so converted, a “Converted Company Option”), further provided that (B) with respect to each such Company Option, any fractional shares that would be issuable upon exercise thereof will be rounded down to the Exchange Rationearest whole number of Parent Class A Shares and the per share exercise price will be rounded up to the nearest whole cent. Parent shall adopt the Parent Equity Incentive Plan, which will cover the Converted Company Options, pursuant to Section 8.6; provided, however, that the per share exercise price and the number of shares of Parent Common Stock Class A Shares purchasable pursuant to the each Converted Options Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, further provided that in the case of any Unvested Company Option Options to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock Class A Shares purchasable pursuant to such option the applicable Converted Company Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time. Notwithstanding the foregoing, each Company Option that is outstanding immediately prior to the Effective Time and held by a non-employee director of the Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Cash Equivalent over the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or payment.

Treatment of Company Options. Immediately (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Company Options, each Company Option that is issued and outstanding immediately prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock whether or not then exercisable and that is held by a Continuing Employee (a “Company OptionAssumed Options”) under the Company Stock Plans shall), will be assumed by Parent and converted automatically and without any required action on the part of the holder thereof, be converted into an option to purchase Parent Common Stock. Each Assumed Option will continue to have, and be subject to, the same terms and conditions including, for the avoidance of doubt, any lock-up restrictions applicable to such Company Options, except that (A) such Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock (each, a “Converted Option”), unless otherwise provided in (i) an agreement with equal to the Company to which the holder product of such Company Option is a party or (ii) Schedule 2.2(a) of the Company Disclosure Letter. For each Converted Option, (i) the number of shares of Parent Common Stock subject to each such Converted Option shall be equal to the product (with the result rounded down to the nearest whole share) that were issuable upon exercise of (A) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio rounded down to the nearest whole number of shares of Parent Common Stock, and (B) the Exchange Ratio and per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing (iix) the exercise price per share of Parent Common Stock shall be equal at which such Assumed Option was exercisable immediately prior to the quotient Effective Time by (with y) the result Option Exchange Ratio, rounded up to the nearest whole cent) of (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Converted 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 Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code appliesCode, the per share exercise price and of the option, the number of shares of Parent Common Stock purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to comply with Section 424 of the Code and satisfy the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentenceCode and Treasury Regulation Section 1.424-1, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time. Notwithstanding the foregoing, each Company Option that is outstanding immediately prior option will be adjusted in a manner so as not to the Effective Time and held by a non-employee director of the Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to cause such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, constitute a deferral of compensation subject to Section 409A of the Per Share Cash Equivalent over Code solely as a result of such assumption and conversion and otherwise is accordance with the exercise price per share exemption for stock options under Section 409A of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or paymentCode.

Treatment of Company Options. Immediately prior Prior to the Effective Time, the Parent Board and the Company Board (or, if appropriate, any duly authorized committee thereof) each, as applicable, shall take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents if required, to provide that, at the Effective Time, each outstanding equity award granted under the Company Stock Plan that is an option to purchase shares of Company Common Stock (each, a “Company Option”) under the Company Stock Plans ), whether vested or unvested, shall, automatically by virtue of the Merger and without any required action on the part of the holder thereof, be converted into an option to purchase shares of Parent Common Stock (each, a an “Converted Adjusted Option”), unless otherwise provided in (i) an agreement with on the Company to which the holder of same terms and conditions as were applicable under such Company Option is a party or immediately prior to the Effective Time (ii) Schedule 2.2(a) of the Company Disclosure Letter. For each Converted Optionincluding vesting terms, (i) conditions and schedules), with the number of shares of Parent Common Stock subject to each such Converted Option shall be equal to the product (with the result rounded down to the nearest whole sharenumber of shares) subject to such Adjusted Option equal to the product of (Ai) the total number of shares of Company Common Stock subject underlying such Company Option immediately prior to the Effective Time, multiplied by (ii) the Equity Award Exchange Ratio, and with the exercise price applicable to such Adjusted Option to equal the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share applicable to such Company Option immediately prior to the Effective Time multiplied Time, by (B2) the Exchange Ratio and (ii) the exercise price per share of Parent Common Stock shall be equal to the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to underlying the Converted Options Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that 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 Parent Common Stock purchasable pursuant to such option underlying the corresponding Adjusted Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time. Notwithstanding the foregoing, each Company Option that is outstanding immediately prior to the Effective Time and held by a non-employee director of the Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Cash Equivalent over the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or payment.

Treatment of Company Options. Immediately (a) Upon the consummation of the Recapitalization, each Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Company Stock Plans shallRecapitalization, automatically and without any required action on the part of the any holder or beneficiary thereof, shall be converted adjusted into an option to purchase shares of Parent Common Stock (each, a an “Converted Adjusted Option”), unless otherwise provided ) to purchase Company Class A Ordinary Shares (in (i) an agreement with the Company to which case the holder of such thereof is not a Founder Party) or Company Option Class B Ordinary Shares (in the case the holder thereof is a party Founder Party). Each such Adjusted Option shall be adjusted to be exercisable for that number of Company Class A Ordinary Shares or (ii) Schedule 2.2(a) of the Company Disclosure Letter. For each Converted OptionClass B Ordinary Shares, (i) as applicable, determined by multiplying the number of shares of Parent Common Stock subject to each such Converted Option shall be equal to the product (with the result rounded down to the nearest whole share) of (A) the total number of shares of Company Common Stock Shares subject to such Company Option immediately prior to the Effective Time multiplied Recapitalization by (B) the Exchange Ratio and (ii) the exercise price per share of Parent Common Stock Combination Factor, which product shall be equal to the quotient (with the result rounded up down to the nearest whole cent) number of (A) the shares, at a per share exercise price determined by dividing the per share of Company Common Stock exercise price of such Company Option immediately prior to the Effective Time divided Recapitalization by (B) the Exchange RatioCombination Factor, which quotient shall be rounded up to the nearest whole cent; provided, however, that the exercise price and the number of shares of Parent Common Stock Company Class A Ordinary Shares or Company Class B Ordinary Shares purchasable pursuant to the Converted Options under each Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the CodeCode 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 Parent Common Stock Company Class A Ordinary Shares or Company Class B Ordinary Shares purchasable pursuant to under such option Adjusted Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary foregoing in order to satisfy a manner that satisfies the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time. Notwithstanding the foregoing, each Company Option that is outstanding immediately prior to the Effective Time and held by a non-employee director of the Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Cash Equivalent over the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or payment.

Treatment of Company Options. Immediately prior to On the Closing Date, immediately following the Share Consolidation, each Company Option outstanding as of the effective time of the Share Consolidation (the “Share Consolidation Effective Time, each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Company Stock Plans shallwill, automatically and without any required action on the part of the holder thereof, be converted into an option to purchase shares of Parent Common Stock (each, a “Converted Option”), unless otherwise provided in (i) an agreement with the Company to which the any holder of such Company Option is or beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (each a party or “Continuing Option”) subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Share Consolidation Effective Time (iiincluding expiration date and exercise provisions), except that: (A) Schedule 2.2(aeach Continuing Option shall be exercisable for that number of Company Ordinary Shares equal to the product (rounded up to the nearest whole Company Ordinary Share) of the Company Disclosure Letter. For each Converted Option, (i1) the number of shares of Parent Common Stock Company Ordinary Shares subject to such Company Option immediately before the Share Consolidation Effective Time multiplied by (2) the Share Consolidation Factor; and (B) the per share exercise price for each such Converted Company Ordinary Share issuable upon exercise of the Continuing Option shall be equal to the product quotient obtained by dividing (with the result rounded down to the nearest whole share) of (A) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio and (ii1) the exercise price per share of Parent Common Stock shall be equal to the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per share of Company Common Stock Ordinary Share of such Company Option immediately prior to before the Share Consolidation Effective Time divided by (B2) the Exchange RatioShare Consolidation Factor; provided, however, that the exercise price and the number of shares of Parent Common Stock Company Ordinary Shares purchasable pursuant under each Continuing Option shall, to the Converted Options shall extent applicable, be determined in a manner consistent with the requirements of Section 409A of the CodeCode and the applicable regulations promulgated thereunder; and 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 Parent Common Stock Company Ordinary Shares purchasable pursuant to under such option Continuing Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary foregoing in order to satisfy a manner that satisfies the requirements of Section 424(a) of the Code. Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions as applied to the corresponding Company Option immediately On or prior to the Effective Time. Notwithstanding Closing Date, the foregoing, each Company Option that is outstanding immediately prior shall have taken (or caused to be taken) all such actions as are reasonably necessary or appropriate to effect the transactions contemplated under Section 2.1(a) of this Agreement and shall make all such changes or adjustments as necessary or appropriate to the Effective Time and held by a non-employee director ESOP in accordance with applicable Laws, the terms of the ESOP and any contracts evidencing Company or current or former employee who will not be employed by Parent or one of its Affiliates following the Closing (such directors and employees, collectively the “Non-Employees”) shall be canceled as of the Effective Time, and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Cash Equivalent over the exercise price per share of Company Common Stock under such Company Option, less applicable Taxes required to be withheld with respect to such payment (after giving effect to Section 2.3(e) hereof). For the avoidance of doubt, any Company Option held by a Non-Employee which has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Cash Equivalent shall be cancelled at the Effective Time for no consideration or paymentOptions.