Treatment of Company Options. The Company shall terminate the Equity Incentive Plans at or prior to the Effective Time, contingent on the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Option shall be 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 such Company Options; provided that (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, in each case, subject to Section 4.1(i) and Article XI and at such per share exercise price that shall equal the per share exercise price of such Company Option as of immediately prior to the Effective Time divided by the Closing Consideration 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 nearest 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 Company Options, pursuant to Section 9.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; further provided that in the case of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to 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.
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Treatment of Company Options. The Company shall terminate the Equity Incentive Plans at or prior to the Effective Time, contingent on the closing of the Merger. (i) As of the Effective TimeClosing, all Company Options shall no longer that are then outstanding shall, by virtue of the Closing, be outstanding converted into options relating to shares of Parent Common Stock upon substantially similar terms and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except conditions as set forth are in this Section 4.1(b). Prior effect immediately prior to the Effective TimeClosing (each, the Boards of Directors of the Company and a “Parent (or any duly authorized committee thereofOption”) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Option shall be 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 such Company Options; provided except that (A) each such Company Parent Option shall be exercisable for such relate to that whole number of shares of Parent Class A Shares that equals Common Stock (rounded down to the Closing Consideration Conversion Ratio multiplied by nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior multiplied by the Exchange Ratio and (B) the exercise price per share for the Parent Option shall be equal to the Effective Time, in each case, subject to Section 4.1(i) and Article XI and at such exercise price per share exercise price that shall equal the per share exercise price of such Company Option in effect as of immediately prior to the Effective Time date hereof divided by the Closing Consideration Conversion Exchange Ratio (the exercise price per share, as so converteddetermined, 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 nearest whole number of Parent Class A Shares and the per share exercise price will be being rounded up to the nearest whole full cent). Parent shall adopt the Parent Equity Incentive Plan, which will cover Upon conversion of the Company Options, pursuant each holder of Company Options outstanding as of the Closing shall be entitled to Section 9.6; provided, however, that the per share exercise price and the hold a number of Parent Class A Shares purchasable pursuant to each Converted Options as set forth in the Spreadsheet.
(ii) For purposes of the calculation of the exercise price of the Parent Options described in clause (B) of Section 1.3(b)(i), the exercise price per share of the applicable Company Option shall be determined expressed, immediately prior to the calculation described in such clause (B), in U.S. Dollars, based on the dollar-euro conversion rate published by the European Central Bank at the close of business on the Business Day immediately prior to the Closing Date and shall thereafter be denominated and payable in U.S. Dollars.
(iii) Parent shall take all corporate action necessary to reserve for issuance a manner consistent with the requirements of Section 409A of the Code; further provided that in the case of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the sufficient number of shares of Parent Class A Shares purchasable pursuant Common Stock for delivery with respect to the applicable Converted Company Option Parent Options. Within five (5) Business Days following the Closing, Parent shall be determined in accordance file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the foregoing, shares of Parent Common Stock subject to such adjustments Parent Options and shall maintain the effectiveness of such registration statement or registration statements for so long as such Parent Options remain outstanding.
(iv) Prior to the Closing, the Company shall cause each holder of a Company Option to waive any rights to accelerated vesting of Company Options (including rights that are necessary in order to satisfy contingent on a subsequent termination of employment or service) which otherwise may be triggered by the requirements of Section 424(a) consummation of the Codetransactions contemplated by this Agreement, it being understood that such rights shall remain in effect with respect to any subsequent change in control transaction with respect to Parent.
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Samples: Acquisition Agreement (Avalanche Biotechnologies, Inc.)
Treatment of Company Options. The Company shall terminate the Equity Incentive Plans at or prior to the Effective Time, contingent on the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards board of Directors directors of the Company and Parent (or any duly authorized the compensation committee thereofof such board) shall, as applicable, take all corporate actions necessary, including adopting will adopt appropriate resolutions and obtaining consents of the holders of the Company Options, if required, take all other actions as may be reasonable or necessary to provide that, that as of the Effective Time, that without any action of the holder thereof, unless otherwise agreed between Parent and any individual holder of a Company Option, each Company Option (whether or not vested) that is outstanding immediately prior thereto shall be assumed by Parent canceled and terminated and shall continue be converted into and entitle the holder thereof to receive in full force and effectexchange therefor only, containing an amount in cash, without interest thereon (subject to any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld) equal to the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options; provided that product of (Ai) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by the total number of shares of Company Common Stock subject to to, and outstanding under, such Company Option as and (ii) the excess, if any, of immediately prior to the Merger Consideration, over the exercise price per share of Company Common Stock underlying such Company Option (the “Option Cash Payment”). Following the Effective Time, in each caseany such terminated and canceled Company Option shall no longer be exercisable and shall only entitle the Company Option holder to the Option Cash Payment, subject to Section 4.1(i) and Article XI and at such provided that if the exercise price per share exercise price that shall equal the per share exercise price of Company Common Stock underlying such Company Option as of immediately prior is equal to or greater than the Effective Time divided by the Closing Consideration Conversion Ratio (as so convertedMerger Consideration, 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 nearest 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 Company Options, pursuant to Section 9.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined canceled without any cash payment or other consideration being made in a manner consistent with respect thereof. The Surviving Corporation shall, and Parent shall cause the requirements of Section 409A Surviving Corporation to, (i) pay through the payroll of the Code; further provided that in Surviving Corporation (or the case relevant employer subsidiary) to each holder of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to the applicable Converted a Company Option shall the Option Cash Payment (if any) within five (5) Business Days following the Effective Time, and (ii) timely remit to applicable governmental authorities any such applicable withholding or other Taxes required by applicable Law to be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements withheld plus any employer portion of Section 424(a) of the Codeemployment Taxes.
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Treatment of Company Options. The (i) Subject to the terms and conditions of this Agreement, at the First Merger Effective Time, each Company shall terminate Option granted under any Company Employee Program, including, without limitation, the Equity Incentive Plans at or 2020 Stock Plan, and outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire shares of Company Common Stock, and shall thereafter constitute an option to acquire, on the same terms and conditions as were applicable under such Company Option immediately prior to the First Merger Effective Time, contingent on including any provisions for acceleration, the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior number (rounded down to the Effective Timenearest whole number) of shares of Parent Common Stock, the Boards of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Option shall be assumed determined by Parent and shall continue in full force and effect, containing the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options; provided that multiplying (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the First Merger Effective Time by (B) the Exchange Ratio, in accordance with Sections 409A and 424 of the Code and the corresponding Treasury Regulations (collectively, the “Replacement Options”). The exercise price per share of Parent Common Stock subject to any such Company Option at and after the First Merger Effective Time shall be an amount (rounded up to the nearest cent) equal to (1) the exercise price per share of Company Common Stock subject to such Company Option immediately prior to the First Merger Effective Time divided by (2) the Exchange Ratio, in accordance with Sections 409A and 424 of the Code and the corresponding Treasury Regulations;
(ii) Parent shall assume sponsorship of the 2020 Stock Plan, to be effective as of the First Merger Effective Time;
(iii) Parent shall file with the Securities and Exchange Commission as soon as reasonably practicable following the First Merger Effective Time, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to Company Options assumed by Parent pursuant to this Section 2.6(c) and Buyer shall undertake all actions reasonably necessary to maintain the effectiveness of such registration statement thereafter for so long as any Company Options assumed by Parent pursuant to this Section 2.6(c) remain outstanding; and
(iv) Subject to the terms and conditions of this Agreement, in the case of a holder of Company Options or Option Exercise Shares that remains employed by the Company as of the date payment of any Additional Per Share Consideration or Contingent Payment Threshold Amount, as applicable, is due and payable pursuant to Section 2.9(a) and Exhibit E, such holder shall have the right to receive the applicable portion of the Additional Per Share Consideration and/or any Contingent Payment Threshold Amount, in each case, calculated as contemplated by Section 2.9(a) and Exhibit E, subject to Section 4.1(i) and Article XI and at such per share exercise price that shall equal the per share exercise price obligation of the holder of such Company Options and/or Option as of immediately prior Exercise Shares to return to the Effective Time divided by Buyer Parties or the Closing Consideration Conversion Ratio (as applicable Buyer Indemnified Parties the amount so convertedreceived to the extent such holder has, a “Converted Company Option”), further provided that (B) with respect at any time and from time to each such Company Optiontime, any fractional shares that would be issuable upon exercise thereof will be rounded down unsatisfied payment obligations to such Buyer Indemnified Parties pursuant to, and subject to the nearest whole number terms and conditions of, Section 8; provided that, for the avoidance of Parent Class A Shares and the per share exercise price doubt, in no event will be rounded up to the nearest whole cent. Parent shall adopt the Parent Equity Incentive Plan, which will cover the Company Options, pursuant to Section 9.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined in a manner consistent with the requirements of Section 409A any portion of the Code; further provided that Contingent Payment Threshold Amount be payable in the case of any Unvested Company Options to which Section 422 respect of the Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to 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 CodePromised Options.
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Treatment of Company Options. The (i) Except as otherwise provided in written agreements entered into with the Company shall terminate the Equity Incentive Plans at or and provided to Parent prior to the Effective Time, contingent on date of this Agreement or in the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide thatSeverance Agreements, as of the Effective Time, that each Company Option shall (as defined in Section 3.4(a)) shall, by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be assumed by Parent and shall continue in full force and effectconverted into a nonstatutory option granted pursuant to the Microsoft 2001 Stock Plan, containing notwithstanding the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options; provided that (A) each such type of Company Option shall be exercisable for such being converted, to purchase that number of shares of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Option as at the Effective Time by the Exchange Ratio, at an exercise price per share of immediately prior Parent Common Stock equal to the Effective Time, in each case, subject to Section 4.1(i) and Article XI and at such exercise price per share exercise price that shall equal the per share exercise price of such Company Option as of immediately prior to the Effective Time divided by the Closing Consideration Conversion Exchange Ratio (as so convertedrounded up to the nearest whole cent) (a "SUBSTITUTED PARENT OPTION"). If the foregoing calculation results in a Substituted Parent Option being exercisable for a fraction of a share of Parent Common Stock, a “Converted Company Option”), further provided that (B) with respect then the number of shares of Parent Common Stock subject to each such Company Option, any fractional shares that would be issuable upon exercise thereof will option shall be rounded down to the nearest whole number of shares. The Substituted Parent Class A Shares Options shall have the same vesting schedule as the Company Options and continuous employment with the per share Company shall be credited to each optionee for purposes of determining the number of shares of Parent Common Stock subject to exercise price under such optionee's Substituted Parent Option after the Effective Time. Each Company Option held by an executive officer listed in Section 6.2(h) shall be treated in the manner set forth in the Severance Agreement to which that executive officer is a party.
(ii) Parent shall use its commercially reasonable best efforts to cause the shares of Parent Common Stock issuable upon exercise of the Substituted Parent Options to be registered as of the Effective Time on a then effective Form S-8 promulgated by the SEC or to file a Form S-8 covering such options within ten (10) days of the Effective Time and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as any Substituted Parent Option remains outstanding. With respect to those individuals who subsequent to the Merger will be rounded up subject to the nearest whole centreporting requirements under Section 16(a) of the Exchange Act, Parent shall administer Substituted Parent Options in a manner that complies with Rule 16b-3 promulgated by the SEC under the Exchange Act, but shall have no responsibility for such compliance by the Company or its predecessors. Parent shall adopt give holders of Substituted Parent Options notice of their new options as soon as practicable after the Effective Time. Each Substituted Parent Equity Incentive Plan, which will cover the Company Options, pursuant to Section 9.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; further provided that in the case of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the number of Parent Class A Shares purchasable administered pursuant to 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) terms and conditions of the CodeMicrosoft 2001 Stock Plan.
Appears in 1 contract
Samples: Merger Agreement (Vicinity Corp)
Treatment of Company Options. The Company shall terminate the Equity Incentive Plans at or prior to the Effective Time, contingent on the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards Company and Parent and the Board of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take or cause to be taken all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Option (whether or not vested) shall be 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 such Company Options; provided that (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, in each case, subject to Section 4.1(i) and Article XI and at such per share exercise price that shall equal the per share exercise price of such Company Option as of immediately prior to the Effective Time divided by the Closing Consideration 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 nearest 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 9.68.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; further provided that in the case of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to 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.
Appears in 1 contract
Samples: Merger Agreement (Pine Technology Acquisition Corp.)
Treatment of Company Options. The By virtue of the Amalgamation, each Company shall terminate the Equity Incentive Plans at or Option outstanding immediately prior to the Arrangement Effective TimeTime (whether vested or unvested) shall be exchanged for a share option exercisable to receive TopCo Common Shares (each a “Rollover Option”). Accordingly, contingent on from and after the closing consummation of the Merger. As Amalgamation: (i) each Rollover Option may be exercised solely for TopCo Common Shares; (ii) the number of the Effective Time, all Company Options shall no longer be outstanding and TopCo Common Shares subject to each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Rollover Option shall be assumed determined by Parent and shall continue in full force and effect, containing the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options; provided that (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by multiplying the number of shares of Company Common Stock Shares that were subject to such Company Option as of immediately prior to the Effective Time, in each case, subject to Section 4.1(i) and Article XI and at such per share exercise price that shall equal consummation of the per share exercise price of such Company Option as of immediately prior to the Effective Time divided Arrangement by the Closing Consideration Conversion Ratio (as so convertedExchange Ratio, 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 and rounding the resulting number down to the nearest whole number of Parent Class A Shares and TopCo Common Shares; (iii) the per share exercise price will for TopCo Common Shares issuable upon exercise of each Rollover Option shall be rounded expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Shares subject to such Company Option, as in effect immediately prior to the consummation of the Amalgamation (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. Parent shall adopt the Parent Equity Incentive Plan, which will cover the Company Options, pursuant to Section 9.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted (iv) any restriction on any Company Option shall be determined continue in full force and effect under the Rollover Option and the terms and other provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Rollover Options. Such exchange shall occur in a manner consistent intended to comply with the applicable requirements of Section 409A of the CodeCode and subsection 7(1.4) of the Tax Act; further provided that in the case of any Unvested Company Options Rollover Option to which Section 422 of the Code applies, the exercise price per share and the number of Parent Class A TopCo Common Shares purchasable pursuant to the applicable Converted Company such Rollover 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.
Appears in 1 contract
Samples: Business Combination Agreement (Jupiter Acquisition Corp)
Treatment of Company Options. The Company shall terminate the Equity Incentive Plans at or prior to the Effective Time, contingent on the closing of the Merger. As of the Effective Time, all Company Options shall no longer be outstanding and each Person who previously held Company Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 4.1(b). Prior to the Effective Time, the Boards of Directors of the Company and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Effective Time, that each Company Option shall be 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 such Company Options; provided that (A) each such Company Option shall be exercisable for such number of Parent Class A Shares that equals the Closing Consideration Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, in each case, subject to Section 4.1(i) and Article XI XI and at such per share exercise price that shall equal the per share exercise price of such Company Option as of immediately prior to the Effective Time divided by the Closing Consideration 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 nearest 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 Company Options, pursuant to Section 9.69.6; provided, however, that the per share exercise price and the number of Parent Class A Shares purchasable pursuant to each Converted Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; further provided that in the case of any Unvested Company Options to which Section 422 of the Code applies, the exercise price and the number of Parent Class A Shares purchasable pursuant to 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.
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