Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. At the Effective Time, each In-The-Money Company Option which is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) shall become vested and exercisable and shall thereafter be assumed by Parent and shall otherwise continue to have, and be subject to, the same terms and conditions as were applicable immediately prior to the Effective Time as set forth in the applicable Company Plan (including any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Effective Time, except that, from and after the Effective Time, (i) each such In-The-Money Company Option will be exercisable for that number of whole shares of Parent Common Shares equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Effective Time and (y) the Exchange Ratio, and (ii) the per share exercise price for the shares of Parent Common Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing (x) the exercise price of each share of Company Common Stock at which such assumed In-The-Money Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as of the Effective Time that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time shall automatically be cancelled and forfeited for no consideration without any further action on the part of the holder of such Company Option, and all rights with respect to such Company Option shall terminate as of the Effective Time.

Treatment of Company Options. At the Parent Merger Effective Time, each In-The-Money outstanding Company Option which is outstanding immediately prior to the Parent Merger Effective Time (whether or not then vested or exercisable) shall become vested and exercisable and shall thereafter be assumed by Parent and shall will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective TimeTime (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable), except that, from and after the Parent Merger Effective Time, (i) each such In-The-Money Company Option will be exercisable for that number of whole shares of Parent Common Shares Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Parent Merger Effective Time and (y) the Exchange Ratio, and (ii) the per share exercise price for the shares of Parent Common Shares Stock issuable upon exercise of such assumed In-The-Money Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing (x) the exercise price of each share of Company Common Stock at which such the assumed In-The-Money Company Option was Options were exercisable immediately prior to the Parent Merger Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as of the Effective Time that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time shall automatically be cancelled and forfeited for no consideration without any further action on the part of the holder of such Company Option, and all rights with respect to such Company Option shall terminate as of the Effective Time.

Treatment of Company Options. At Effective as of the First Effective Time, each In-The-Money Company Option which that is outstanding and unexercised as of immediately prior to the First Effective Time (Time, whether or not then vested or exercisable) , shall become vested by virtue of the First Merger and exercisable and shall thereafter without any action on the part of Acquiror or the Company, be assumed by Parent Acquiror and shall otherwise be converted into a stock option (a “Converted Option”) to acquire shares of Acquiror Common Stock. Each such Converted Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions (including vesting) as were applicable applied to the Company Option immediately prior to the First Effective Time as set forth (but taking into account any changes thereto provided for in the applicable Company Plan (including Equity Incentive Plan, in any applicable award agreement, other agreement or other document evidencing in such Company Option) immediately prior to Option by reason of this Agreement or the Transactions). As of the First Effective Time, except that, from and after the Effective Time, (i) each such In-The-Money Company Converted Option will as so assumed and converted shall be exercisable for that number of whole shares of Parent Acquiror Common Shares equal to the product (rounded down to the nearest whole number) of (x) Stock determined by multiplying the number of shares of the Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the First Effective Time and (y) by the Exchange Ratio, and (ii) which product shall be rounded up to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price for the shares of Parent Common Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal immediately prior to the First Effective Time by the Exchange Ratio, which quotient (shall be rounded up to the nearest whole cent) determined by dividing (x) ; provided, however, that the exercise price of each share of Company Common Stock at which such assumed In-The-Money Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as conversion of the Effective Time Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time shall automatically be cancelled and forfeited for no consideration without any further action on the part of the holder such conversion will not constitute a “modification” of such Company OptionOptions for purposes of Section 409A or Section 424 of the Code. As of the First Effective Time, all Company Options shall no longer be outstanding and all each holder of Converted Options shall cease to have any rights with respect to such Company Option Options, except as set forth in this Section 3.09. The Company shall terminate as take all necessary or desirable actions to effect the treatment of Company Options pursuant to this Section 3.09 in accordance with the Effective Timeapplicable Equity Incentive Plan and the applicable award agreements.

Treatment of Company Options. At the Effective Time, each In-The-Money Company Option which that is outstanding immediately prior to the Effective Time (Time, whether or not then vested or exercisableunvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Company Common Stock (a “Company Option”) shall become vested and exercisable and shall thereafter be assumed by Parent and shall otherwise continue converted into an option to havepurchase a number of shares of Acquiror Common Stock (such option, and be subject to, the same terms and conditions as were applicable immediately prior to the Effective Time as set forth in the applicable Company Plan (including any applicable award agreement, other agreement or other document evidencing such an “Exchanged Company Option”) immediately prior to the Effective Time, except that, from and after the Effective Time, (i) each such In-The-Money Company Option will be exercisable for that number of whole shares of Parent Common Shares equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Effective Time and (y) the Exchange Ratio, and (ii) the at an exercise price per share exercise price for the shares of Parent Common Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing equal to (xA) the exercise price of each share of Company Common Stock at which such assumed In-The-Money Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as of the Effective Time that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, if and as determined pursuant to Section 3.01(c); provided, however, that the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the Exchanged Company Options shall automatically be cancelled and forfeited for no consideration without any further action on determined in a manner consistent with the part requirements of Section 409A of the holder Code; provided, further, that in the case of such any Exchanged Company OptionOption to which Section 422 of the Code applies, the exercise price and all rights with respect the number of shares of Acquiror 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 specifically provided above, following the Effective Time, each Exchanged Company Option shall terminate continue to be governed by the same terms and conditions (including vesting and exercisability terms) as of were applicable to the corresponding former Company Option immediately prior to the Effective Time.

Treatment of Company Options. At Effective as of the Effective Time, each In-The-Money Company Option which that is outstanding and unexercised as of immediately prior to the Effective Time (Time, whether or not then vested or exercisable) , shall become vested by virtue of the Merger and exercisable and shall thereafter without any action on the part of Acquiror or the Company, be assumed by Parent Acquiror and shall otherwise be converted into a stock option (a “Converted Option”) to acquire shares of Acquiror Common Stock. Each such Converted Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions (including vesting) as were applicable applied to the Company Option immediately prior to the Effective Time as set forth (but taking into account any changes thereto provided for in the applicable Company Plan (including Equity Incentive Plan, in any applicable award agreement, other agreement or other document evidencing in such Company Option) immediately prior to Option by reason of this Agreement or the Transactions). As of the Effective Time, except that, from and after the Effective Time, (i) each such In-The-Money Company Converted Option will as so assumed and converted shall be exercisable for that number of whole shares of Parent Acquiror Common Shares equal to the product (rounded down to the nearest whole number) of (x) Stock determined by multiplying the number of shares of the Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Effective Time and (y) by the Exchange Ratio, and (ii) which product shall be rounded up to the nearest whole share, at a per share exercise price determined by dividing the per share exercise price for the shares of Parent Common Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal immediately prior to the Effective Time by the Exchange Ratio, which quotient (shall be rounded up to the nearest whole cent) determined by dividing (x) ; provided, however, that the exercise price conversion of each share the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Common Stock at which such assumed In-The-Money Company Option was exercisable immediately prior to Options for purposes of Section 409A or Section 424 of the Effective Time by (y) the Exchange RatioCode. Any Company Option outstanding as As of the Effective Time that has an exercise price per share of Time, all Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time Options shall automatically no longer be cancelled outstanding and forfeited for no consideration without any further action on the part of the each holder of such Company Option, and all Converted Options shall cease to have any rights with respect to such Company Option Options, except as set forth in this Section 3.08. The Company shall terminate as take all necessary or desirable actions to effect the treatment of Company Options pursuant to this Section 3.08 in accordance with the Effective Timeapplicable Equity Incentive Plan and the applicable award agreements.