Common use of Treatment of Company Share Awards Clause in Contracts

Treatment of Company Share Awards. To the extent not previously obtained, the Company shall obtain (as soon as practicable following the date hereof) from each of the Company’s executive officers and the other individuals set forth in Section 3.4 of the Company Disclosure Letter, and shall use reasonable efforts to obtain from each other holder of Company Equity Awards that would by their terms become vested upon the consummation of the Merger, a waiver of such individual’s right to accelerated vesting of any Company Equity Awards held by such individual in connection with the Merger, in the form attached hereto as Exhibit A (the “Waiver Form”). At the Effective Time, each then outstanding Company Equity Award that does not vest upon the consummation of the Merger shall be converted into an award under the Parent Equity Compensation Plan with respect to a number of Parent Common Shares (rounded down to the nearest whole number of shares) equal to the product of (a) the Exchange Ratio multiplied by (b) the number of Company Common Shares subject to such Company Equity Award at the Effective Time. Such award shall continue to be subject to the same vesting and other terms and conditions as were in effect immediately prior to the Effective Time, except as specifically set forth in the Waiver Form or as otherwise amended. No fractional Parent Common Shares shall be issued upon the conversion of Company Equity Awards pursuant to this Section 3.4. Any holder of Company Equity Awards otherwise entitled to receive a fractional Parent Common Share but for this Section 3.4 shall be entitled to receive a cash payment in accordance with the provisions of Section 3.2(e), without duplication. Any cash payment pursuant to this Section 3.4 shall be subject to appropriate withholding for Taxes in accordance with Section 3.3, without duplication. As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company Board (or an authorized committee thereof) shall adopt such resolutions and take such other actions as the Company Board (or such committee) determines may be required to effect the provisions of this Section 3.4. Any Company Equity Award that vests upon the consummation of the Merger shall, at the Effective Time, receive the same treatment as Eligible Shares pursuant to this Agreement. Any vesting of such Company Equity Awards upon the consummation of the Merger shall be subject to appropriate withholding for Taxes in accordance with Section 3.3, without duplication, and holders thereof shall have the right to have Parent Common Shares withheld to satisfy any Tax liability associated with such vesting.

Treatment of Company Share Awards. To the extent not previously obtained, the Company shall obtain (as soon as practicable following the date hereof) from each of the Company’s executive officers and the other individuals set forth in Section 3.4 of the Company Disclosure Letter, and shall use reasonable efforts to obtain from each other holder of Company Equity Awards that would by their terms become vested upon the consummation of the Merger, Letter a waiver of such individual’s right to accelerated vesting of any unvested or partially vested Company Equity Awards held by such individual in connection with the Merger, in the form attached hereto as Exhibit A D (the “Waiver Form”)) and shall following the date hereof use reasonable efforts to cause the vesting of any unvested or partially vested Company Equity Awards held by each other holder thereof not to accelerate in connection with the consummation of the Merger. At the Effective Time, each then outstanding unvested or partially vested Company Equity Award that does not vest upon the consummation of the Merger shall be converted into an award under the Parent Equity Compensation Plan with respect to a number of Parent Common Shares (rounded down to the nearest whole number of sharesshare) equal to the product of (a) the Exchange Ratio multiplied by (b) the number of Company Common Shares subject to such unvested or partially vested Company Equity Award at the Effective Time. Such award shall continue to be subject to the same vesting and other terms and conditions as were in effect immediately prior to the Effective Time, except as specifically set forth in the Waiver Form or as otherwise amended. No fractional Parent Common Shares shall be issued upon the conversion of Company Equity Awards pursuant to this Section 3.4. Any holder of Company Equity Awards otherwise entitled to receive a fractional Parent Common Share but for this Section 3.4 shall be entitled to receive a cash payment in accordance with the provisions of Section 3.2(e), without duplication. Any cash payment pursuant to this Section 3.4 shall be subject to appropriate withholding for Taxes in accordance with Section 3.3, without duplication. As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company Board (or an authorized committee thereof) shall adopt such resolutions and take such other actions as the Company Board (or such committee) determines may be required to effect the provisions of this Section 3.4. Any Company Equity Award that vests upon the consummation of the Merger shall, at the Effective Time, receive the same treatment as Eligible Shares pursuant to this Agreement. Any vesting of such Company Equity Awards upon the consummation of the Merger shall be subject to appropriate withholding for Taxes in accordance with Section 3.3, without duplication, and holders thereof shall have the right to have Parent Common Shares withheld to satisfy any Tax liability associated with such vesting.

Treatment of Company Share Awards. To As soon as practicable after the extent not previously obtaineddate hereof, the Company and the Purchaser shall each (or, as applicable, the boards of directors of the Company and the Purchaser shall, and the Selling Shareholders shall cause the board of directors of the Company to) take such action as may be necessary (including to obtain any applicable consents and/or amendments) to effect the following provisions of this Section 2.9. (a) As set forth and more fully described in Schedule B, with respect to each holder of Company Options, the Company Options set forth opposite such holder’s name in Schedule B under the heading “Paid-out Company Options” (each of which Company Options, for the avoidance of doubt, shall have become vested in accordance with his vesting schedule provided for under the applicable award agreement(s)) shall be cancelled and converted into the right to receive from the Purchaser, and (i) the Purchaser shall pay to such holder, as soon as reasonably practicable after Closing Date (but in any event no later than (A) three (3) months after the Closing for such holder whose bank account information has been set out on Schedule B under the heading “Bank Account of Option Holder” or (B) three (3) months after the date such holder has provided the Purchaser with his or her bank account information if the holder’s bank account information has not been set out on Schedule B), such amount of cash set forth opposite such holder’s name on Schedule B under the heading “Cash Amount Payable by Purchaser” less any withholding or deduction required by (and otherwise in accordance with) Section 2.9(b), by wire transfer of immediately available funds to an account designated by such holder set forth opposite such holder’s name on Schedule B under the heading “Bank Account of Option Holder” or otherwise notified to the Purchaser in writing if such holder’s bank account information has not been set out on Schedule B; and (ii) the Purchaser shall grant to such holder, as soon as reasonably practicable after the Closing (but in any event no later than three (3) months after the Closing, provided that such holder is available to enter into the Purchaser’s standard RSU grant agreement with the Purchaser within such three-month period), such number of Purchaser RSUs as set forth opposite such holder’s name on Schedule B under the heading “Paid-Out Purchaser RSUs” less any withholding or deduction required by (and otherwise in accordance with) Section 2.9(b). Each such Purchaser RSU so granted shall become fully vested and each Purchaser Share issuable upon the exercise of such Purchaser RSUs shall be freely transferable after six (6) months following the date hereof) from each of the Company’s executive officers and the other individuals set forth in Section 3.4 of the Company Disclosure LetterClosing Date, and each such Purchaser RSU shall use reasonable efforts to obtain from each other holder of Company Equity Awards that would by their terms become vested upon the consummation of the Merger, a waiver of such individual’s right to accelerated vesting of any Company Equity Awards held by such individual in connection with the Merger, in the form attached hereto as Exhibit A (the “Waiver Form”). At the Effective Time, each then outstanding Company Equity Award that does not vest upon the consummation of the Merger shall be converted into an award under the Parent Equity Compensation Plan with respect to a number of Parent Common Shares (rounded down to the nearest whole number of shares) equal to the product of (a) the Exchange Ratio multiplied by (b) the number of Company Common Shares subject to such Company Equity Award at the Effective Time. Such award shall continue to otherwise be subject to the same vesting and other terms and conditions of the Purchaser Share Incentive Plan effective as were in effect immediately prior of the Closing. (iii) Notwithstanding anything to the Effective Timecontrary in Section 2.9(a)(i) or (ii), except for any holder who has not provided the Purchaser with his or her bank account information or made himself or herself available to execute an RSU grant agreement with the Purchaser within six (6) months after the Closing, the Purchaser’s obligations under Section 2.9(a)(i) or (ii), as specifically set forth applicable, shall automatically cease with respect to such holder at the expiration of the six-month period and no Person shall have any rights or claims against the Purchaser in this regard thereafter. (b) the Waiver Form or as otherwise amended. No fractional Parent Common Shares shall be issued upon the conversion of Company Equity Awards pursuant to this Section 3.4. Any holder of Company Equity Awards otherwise entitled to receive a fractional Parent Common Share but for this Section 3.4 Purchaser shall be entitled to receive a cash payment withhold an amount up to the sum of (i) the amount of Taxes that should be withheld from or paid by such holder in accordance connection with the provisions vesting or exercise of Section 3.2(e)such holder’s Company Share Awards from the amounts otherwise payable to such holder thereunder, without duplicationand (ii) the amount of Taxes that should have been withheld from or paid by such holder in connection with the prior vesting or exercise of such holder’s Company Share Awards, to the extent not already withheld or paid, from the amounts otherwise payable to such holder thereunder. Any cash payment pursuant The Purchaser shall, within such period of time that is required by applicable Taxing Authority, pay or cause the applicable Group Company to this Section 3.4 pay, the withheld amount on behalf of each such holder to the applicable Taxing Authority, and shall be subject to appropriate obtain a confirmation or other written proof that the withholding for Taxes in accordance with Section 3.3Tax has been duly paid by the Purchaser (or the relevant Group Company) on behalf of each such holder. To the extent that there is any residual amount after such Tax payment, without duplication. As promptly the Purchaser shall as soon as reasonably practicable following after obtaining such confirmation or other proof reasonably obtainable from the date of this Agreement, and Taxing Authority (but in any event prior no later than twenty (20) Business Days after obtaining such confirmation or other proof), return such residual amount, together with interest accrued thereon, if any, to such holder by wire transfer of immediately available funds to the Effective Time, account designated by such holder set forth opposite such holder’s name on Schedule B under the heading “Bank Account of Option Holder” or otherwise notified to the Purchaser in writing if such holder’s bank account information has not been set out on Schedule B. (c) The Company shall take all actions necessary to ensure that (i) the Company Board (or an authorized committee thereof) shall adopt such resolutions and take such other actions as Share Incentive Plan, all the Company Board Share Awards, whether vested or unvested, and corresponding award agreements, shall terminate as of the Closing, and (or such committeeii) determines may from and after the Closing neither the Purchaser nor the Company will be required to effect issue Company Shares, other share capital of the provisions of Company or any other consideration (other than as required by this Section 3.4. Any Company Equity Award that vests upon the consummation of the Merger shall, at the Effective Time, receive the same treatment as Eligible Shares 2.9) to any Person pursuant to this Agreement. Any vesting or in settlement of such Company Equity Share Awards. (d) Each holder of Company Share Awards upon the consummation of the Merger shall be subject is expressly made a third party beneficiary to appropriate withholding for Taxes in accordance with Sections 2.9(a) and Section 3.3, without duplication2.9(b), and holders thereof shall have the right to have Parent Common Shares withheld enforce the provisions of Sections 2.9(a) and Section 2.9(b) directly to satisfy any Tax liability associated with the extent such vestingholder may deem such enforcement necessary or advisable to protect his or her rights hereunder.