Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that and take all other actions reasonably necessary and appropriate to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) under any stock option plan of the Company, including the Company’s 1997 Stock Option Plan for Key Employees, 2000 Stock Option Plan for Key Employees and Omnibus Stock Plan, and any other plan, agreement or arrangement of the Company or any Company Subsidiary (collectively, the “Company Option Plans”), shall be fully vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefortherefor and full satisfaction thereof, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share previously subject to such cancelled Company Option, without interest Option (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no any such cancelled Company Option shall no longer be outstanding or exercisableexercisable by the former holder thereof, and each Company Option but shall only entitle the such holder thereof only to the payment provided for in this Section 2.03(a)of the Option Payment. No interest shall be paid or accrued on any cash payable with respect to any Company Option.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any a duly authorized committee thereof) shall adopt appropriate resolutions that as are necessary to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares shares of Company Common Stock granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled canceled and, in exchange therefor, each holder of any such cancelled canceled Company Option shall be entitled to receive, in consideration of the cancellation cancelation of such Company Option and in full settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of Shares shares of Company Common Stock subject to such cancelled canceled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share share of Company Common Stock subject to such cancelled canceled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share share of Company Common Stock subject thereto is greater than or equal to or greater than the Merger Consideration shall be cancelled canceled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05consideration. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) Equity Incentive Plan (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.052.04. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a)of the Option Payment, if any.

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall vest in full (or, with respect to any Company Option granted after the date hereof, in accordance with Section 5.01(b) of the Company Disclosure Letter) and be fully vested and 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 (i) the vested portion of the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. The Option Payments shall be paid out in accordance with Section 2.03(h). From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, (1) immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and (2) at the Effective Time shall be automatically 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 (i) the total number of Shares subject to such cancelled Company OptionOption (whether vested or unvested), multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”), which shall be paid in accordance with Section 2.03(e); provided, however, that (1x) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration upon the Effective Time and (2y) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to Neither Parent nor Merger Sub shall assume any Company Option or substitute for any Company Option any similar award for Parent Common Stock in connection with the Merger and any of the other transactions contemplated by this Agreement. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company Option be cancelled and converted into the right to receive from the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to at the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan cash payment (other than any option granted under the Company Stock Purchase Planwithout interest) (the “Company Options”) shall be fully vested and 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 (i) the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (iiA) the excess, if any, of (A1) the Merger Common Stock Consideration over (2) the per share exercise price of such Company Option, and (B) the exercise price per Share number of shares of Company Common Stock subject to such cancelled Company Option, without interest Option as of the Effective Time (such amounts payable hereunder, the “Option PaymentsConsideration”); provided, however, that less (1ii) any such Company Option with respect applicable withholding Taxes required by applicable Law to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount withheld. As of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. For the avoidance of doubt, if the exercise price payable in respect of a share of Company Common Stock underlying a Company Option equals or exceeds the Common Stock Consideration, such Company Option shall be outstanding or exercisable, cancelled for no consideration immediately prior to the Effective Time and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)shall have no further rights with respect thereto.

Treatment of Company Options. Prior to the Effective Time, the Board of Directors of the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option unexpired and unexercised Company Option (whether or not issued and whether or not then exercisable or vested) shall, immediately prior to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall Effective Time, be fully vested and cancelled and, in exchange therefortherefore, each former 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 cash, without interest, equal to the product of (i) the total Per Share Value, multiplied by the aggregate number of Shares subject to shares of Company Common Stock issuable upon exercise in full of such cancelled Company Option, multiplied by minus (ii) the excess, if any, of (A) the Merger Consideration over (B) the aggregate cash exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any upon exercise of such Company Option with respect to which (the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such “Per Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05Consideration”). From and after the Effective Time, no any such cancelled Company Option shall no longer be outstanding or exercisableexercisable by the former holder thereof, and each Company Option but shall only entitle the such holder thereof only to the payment provided for in of the amount contemplated by this Section 2.03(a)2.7. “Option Cash Payment” means the aggregate Per Option Consideration paid to the Optionholders.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1x) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2y) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior Immediately prior to the Effective Time, the Company Board (or, if appropriate, any committee thereofi) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) Option shall be fully vested and (ii) each such Company Option 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 (iA) the total number of Shares shares of Common Stock subject to such cancelled Company Option, Option multiplied by (iiB) the excess, if any, of (Ax) the Merger Consideration over less (By) the per share exercise price per Share subject applicable to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that ) (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of less any required Tax withholdings as provided in Section 2.05withholding for Taxes). From and after Following the Effective Time, no such Company Option that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of any such Company Option shall be outstanding or exercisablecease to have any rights with respect thereto, and each Company Option shall entitle except the holder thereof only right to receive the payment provided for consideration set forth in this Section 2.03(a2.03(c) in exchange for such Company Option. Subject to Section 2.03(f) and the requirements of Section 409A of the Code, the consideration payable under this Section 2.03(c) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than during the second regularly scheduled pay period following the Effective Time), net of any required withholding for Taxes.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section ‎Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section ‎Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the Company Board Company’s board of directors (or, if appropriate, any or the appropriate committee thereof) shall adopt all necessary resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) that is outstanding immediately prior to the Effective Time shall be fully vested and cancelled by virtue of the Merger and without any action on the part of the holder thereof 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option holder shall entitle the holder thereof be entitled only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to the Effective Time, the board of directors of the Company Board (the “Company Board”) (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (as defined in the Agreement) (other than any option granted under the MTS Systems Corporation 2012 Employee Stock Purchase Plan (the “Company Stock Purchase Plan”)) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior The Company agrees that it will take such actions as are necessary to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to cause at the Effective Time and contingent upon each option for the Merger, each purchase of Company Common Stock then outstanding option to purchase Shares granted under a (“Company Stock Plan (other than any option granted Option”), whether or not exercisable, under the Company Company’s Stock Purchase Plan) Incentive Plan (the “Company OptionsStock Plan”) ), to become fully exercisable (if not then fully exercisable), and such options shall immediately thereafter be fully vested cancelled and cancelled andshall automatically cease to exist, in exchange therefor, and each holder of Company Stock Options shall cease to have any rights with respect to such cancelled Company Stock Option except the right to receive the following consideration upon delivery of an option surrender agreement, which shall be entitled in a form reasonably agreed to receive, in consideration of by Parent and the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal prior to the product Closing (“Option Surrender Agreement”) in accordance with Section 2.5(b)(i)(B): for each share of (i) the total number of Shares Company Common Stock subject to such cancelled Company Stock Option, multiplied by an amount in cash (iiwithout interest) equal to the excess, if any, of (Ai) the Merger Consideration payable in respect of a share of Company Common Stock over (Bii) the per share exercise price per Share subject to of such cancelled Company Option, without interest Stock Option (such amounts payable hereunder, amount in cash as described above being hereinafter referred to as the “Option PaymentsConsideration”); provided, however, . Parent and Merger Sub acknowledge and agree that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than actions described in the Merger Consideration preceding sentence shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after occur at the Effective TimeTime without any action on the part of Merger Sub, no Company Option shall be outstanding Parent or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)any of their respective stockholders.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions that to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each then outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and and, at the Effective Time, 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by Option as of immediately prior to the Effective Time and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1i) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2ii) such Option Payments shall may be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall only entitle the holder thereof only to the payment provided for in this Section 2.03(a).

Treatment of Company Options. Prior to Neither Parent nor Merger Sub shall assume any Company Option or substitute for any Company Option any similar award for Parent Common Stock in connection with the Merger and any of the other transactions contemplated by this Agreement. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company Option be cancelled and converted into the right to receive from the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to at the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan cash payment (other than any option granted under the Company Stock Purchase Planwithout interest) (the “Company Options”) shall be fully vested and 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 (i) the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (iiA) the excess, if any, of (A1) the Merger Consideration over (2) the per share exercise price of such Company Option, and (B) the exercise price per Share number of shares of Company Common Stock subject to such cancelled Company Option, without interest Option as of the Effective Time (such amounts payable hereunder, the “Option PaymentsConsideration”); provided, however, that less (1ii) any such Company Option with respect applicable withholding Taxes required by applicable Law to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount withheld. As of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. For the avoidance of doubt, if the exercise price payable in respect of a share of Company Common Stock underlying a Company Option equals or exceeds the Merger Consideration, such Company Option shall be outstanding or exercisable, cancelled for no consideration immediately prior to the Effective Time and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)shall have no further rights with respect thereto.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any a duly authorized committee thereof) shall adopt appropriate resolutions that as are necessary to provide that, immediately prior to the Effective Time and contingent upon the MergerTime, each outstanding option to purchase Shares shares of Company Common Stock granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and cancelled canceled and, in exchange therefor, each holder of any such cancelled canceled Company Option shall be entitled to receive, in consideration of the cancellation cancelation of such Company Option and in full settlement therefor, (i) a payment in cash of an amount equal to the product of (iA) the total number of Shares shares of Company Common Stock subject to such cancelled canceled Company Option, multiplied by Option and (iiB) the excess, if any, of (Ax) the Merger Consideration over (By) the exercise price per Share share of Company Common Stock subject to such cancelled canceled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); ) (provided, however, that (1) any such Company Option with respect to which the exercise price per Share share of Company Common Stock subject thereto is greater than or equal to or greater than the Merger Consideration shall be cancelled canceled in exchange for no consideration consideration) and (2ii) one (1) CVR for each share of Company Common Stock subject to such canceled Company Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05that is entitled to receive an Option Payment. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment payment, if any, provided for in this Section 2.03(a).

Treatment of Company Options. Prior to Neither Parent nor Merger Sub shall assume any Company Option or substitute for any Company Option any similar award for Parent Common Stock in connection with the Merger and any of the other transactions contemplated by this Agreement. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company Option be cancelled and converted into the right to receive from the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to at the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan cash payment (other than any option granted under the Company Stock Purchase Planwithout interest) (the “Company Options”) shall be fully vested and 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 (i) the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (iiA) the excess, if any, of (A1) the Merger Consideration over (2) the per share exercise price of such Company Option, and (B) the exercise price per Share number of shares of Company Common Stock subject to such cancelled Company Option, without interest Option as of the Effective Time (such amounts payable hereunder, the “Option Payments”Considerationˮ); provided, however, that less (1ii) any such Company Option with respect applicable withholding Taxes required by applicable Law to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount withheld. As of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration. For the avoidance of doubt, if the exercise price payable in respect of a share of Company Common Stock underlying a Company Option equals or exceeds the Merger Consideration, such Company Option shall be outstanding or exercisable, cancelled for no consideration immediately prior to the Effective Time and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a)shall have no further rights with respect thereto.

Treatment of Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, each outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) shall be fully vested and 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 (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such cancelled Company Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration shall be cancelled in exchange for no consideration and (2) such Option Payments shall be reduced by the amount of any required Tax withholdings as provided in Section 2.05. From and after the Effective Time, no Company Option shall be outstanding or exercisable, and each Company Option shall entitle the holder thereof only to the payment provided for in this Section 2.03(a). For the avoidance of doubt, if the exercise price per share of any Company Option, whether vested or unvested as of the Effective Time, is equal to or greater than the Merger Consideration, then by virtue of the occurrence of the Effective Time and without any action on the part of Parent, Merger Sub, the Company or the holders thereof, such Company Option will automatically terminate and be canceled without payment of any consideration to the holder thereof.

Treatment of Company Options. Prior to At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any of their respective Subsidiaries (as applicable), or any holder of Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the MergerOptions, each then outstanding option to purchase Shares granted under a Company Stock Plan (other than any option granted under the Company Stock Purchase Plan) (the “Company Options”) Option shall be become fully vested and be automatically cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration for the right of the cancellation of such Company Option and in settlement thereforholder thereof to receive a single lump sum cash payment, a payment in cash of an amount without interest, equal to (A) the product of (i) the total number of Shares subject to such cancelled Company Option, multiplied by (ii1) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to share of such cancelled Company Option, without interest multiplied by (2) the number of Company Ordinary Shares issuable upon the exercise in full of such amounts payable hereunderCompany Option, less (B) any applicable withholding for Taxes (the “Option PaymentsMerger Consideration”); provided, however, that (1) if the exercise price per share of any such Company Option with respect to which the exercise price per Share subject thereto is equal to or greater than the Merger Consideration Consideration, such Company Option shall be cancelled and terminated without any cash payment or other consideration being made in exchange for no consideration and (2) such respect thereof as of immediately prior to the Effective Time. The cancellation of a Company Option Payments shall be reduced by the amount of any required Tax withholdings as provided in the first sentence of this Section 2.05. From 2.4(a) shall be deemed the termination, and after satisfaction in full, of any and all rights the holder had or may have had in respect of such Company Option (other than, as of the Effective Time, no Company the right to receive the Option shall be outstanding or exercisableMerger Consideration (if any), payable (without interest) at the time and in the manner set forth in Section 2.4(e)). For the avoidance of doubt, each Company Option shall entitle the holder thereof only that as of immediately prior to the payment provided for Effective Time is, or has been exercised prior to the Effective Time, will be treated in accordance with Section 2.1(c) and will not be paid additional Option Merger Consideration pursuant to this Section 2.03(a2.4(a).