Common use of Treatment of Company Stock Options Clause in Contracts

Treatment of Company Stock Options. (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each Company Stock Option rounded to the next highest full cent. Prior to the Effective Time, the Company shall take all actions required by the Company Stock Plans under which such Company Stock Options were granted to cause such Company Stock Plans and all Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Entity.

Treatment of Company Stock Options. (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of Immediately after the Effective Time, each outstanding option to purchase shares of Company Common Stock Option shall be terminated by virtue of the Merger and each holder of (a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated “Company Stock Option”) granted under the Company 2015 Omnibus Incentive Plan and the 2007 Stock Incentive Plan for Key Employees of the Company and its affiliates (collectively, the “Company Stock Plans”), whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be converted into an option to purchase a number of shares of Parent Common Stock (such option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law“Converted Stock Option”) in cash an amount equal to the excess, if any, product (with the result rounded down to the nearest whole number) of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment number of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share shares of Company Common Stock subject to such Company Stock OptionOption immediately prior to the Effective Time and (ii) the Exchange Ratio, for each at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Stock Option rounded immediately prior to the next highest full centEffective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Converted Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Code. Prior to Except as specifically provided above, following the Effective Time, each Converted Stock Option shall continue to be governed by the same terms and conditions (including vesting (and acceleration thereof upon the Closing, to the extent provided therein), forfeiture and exercisability terms) as were applicable to the corresponding Company Stock Option at the Effective Time; provided, however, that (1) to the extent that any Company Stock Option that is subject to vesting solely upon achievement of a target price per share of Company Common Stock (such price, the “Target Price” and such Company Stock Option, a “Target Price Option”)) would, by its terms, expire as of the Effective Time, such Target Price Option shall take be amended such that it will not expire upon the Effective Time and shall instead become a Converted Stock Option, and remain eligible to vest upon satisfaction of the applicable Target Price, as adjusted to equal the initial Target Price divided by the Exchange Ratio (the “Adjusted Target Price”), (2) all actions required Converted Stock Options held by a Company Employee (other than any Converted Stock Option with an Adjusted Target Price) shall vest in their entirety to the extent such Company Employee undergoes a Covered Termination and (3) all Converted Stock Options with an Adjusted Target Price held by a Company Employee shall be cancelled for no consideration or payment to the extent such Company Employee undergoes any termination of employment (including a Covered Termination) and at the time of such termination, the Adjusted Target Price is not achieved. For purposes hereof, a “Covered Termination” means, with respect to a Company Employee, (A) an involuntary termination of such Company Employee’s employment initiated by the Company Stock Plans that would result in the payment of severance benefits under the applicable Company Benefit Plan under which such Company Stock Options were granted to cause Employee is eligible for severance benefits or (B) such Company Stock Plans and all Employee resigns from employment as a result of a material diminution in (I) the duties or responsibilities of such Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf Employee as of the date of this Agreement, or (II) the base salary or annual incentive compensation opportunity afforded to such Company Employee as of the date of this Agreement, in each case, to the extent that such termination or resignation occurs on or following the date of this Agreement and on or prior to the second (2nd) anniversary of the Closing Date; provided that, in the case of a Company Employee resigning under clause (B) above, (x) the Company Employee shall provide the Surviving EntityCorporation with written notice specifying the circumstances alleged to constitute the applicable material diminution within sixty (60) days following the first (1st) occurrence of such circumstances, (y) the Surviving Corporation shall have thirty (30) days following receipt of such notice to cure such circumstances and (z) if the Surviving Corporation has not cured such circumstances within such thirty (30)-day period, the Company Employee shall terminate his or her employment not later than thirty (30) days after the end of such thirty (30) day period; provided further that any such resignation under clause (B) above shall constitute a Covered Termination with respect to a Company Employee who is not a Covered Company Employee solely if so determined by the Company CEO (subject to his continued employment with the Company, or, following the Closing, with Parent, through such date).

Treatment of Company Stock Options. (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to At the Effective Time, pursuant to the terms of the Company Option Plans and as set forth on the Spreadsheet (ii) disclose thatas updated, if not exercisedto the extent necessary, such pursuant to Section 3.11), each Company Stock Options will terminate at the Effective Time and (iii) disclose Option, whether vested or unvested, that if any Company Stock Options are not exercised is outstanding immediately prior to the Effective Time and held by an individual that, at such time, provides services to the Company or terminated as contemplated in clause any of its Subsidiaries shall, without any action on the part of the holder thereof, be canceled and automatically converted into (ii), i) the holders of such Company Stock Options will be entitled right to receive an amount of cash equal to the Closing Per Option Merger Cash Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, (ii) a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as ParentBase Acquiror Option, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making number of such payment under Common Shares and with the Codeexercise price set forth on the Spreadsheet (as updated, or any provision of state, local or foreign tax law) in cash an amount equal to the excessextent necessary, if anypursuant to Section 3.11) and otherwise on the same terms and conditions as were applicable to such Company Option, and (iii) an Earnout Acquiror Option, with respect to the number of (i) Common Shares and with the Merger Consideration over (ii) the per share exercise price for set forth on the Spreadsheet (as updated, to the extent necessary, pursuant to Section 3.11) and otherwise on the same terms and conditions as were applicable to such Company Option, but subject to Section 3.04(e); provided that the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to each Base Acquiror Option and each Earnout Acquiror Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder. The Base Acquiror Options and the Earnout Acquiror Options that, in each case, are not Time-Vesting Options (as defined below) shall be fully vested. Notwithstanding anything in this Agreement to the contrary, the Base Acquiror Options and Earnout Acquiror Options denoted as “Time-Vesting” on the Spreadsheet (the “Option Merger ConsiderationTime-Vesting Options”). Payment ) shall be unvested as of the Option Merger Consideration to each Effective Time and shall vest in equal annual installments on the first four anniversaries of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective TimeClosing Date, subject to the terms and conditions continued employment of this Agreement. Any amounts withheld and paid over the holder thereof through the applicable anniversary; provided that the Time-Vesting Options shall accelerate in full upon a Change in Control (as defined in the 2017 Stock Option Plan of the Company), subject to the appropriate taxing authority by Parent, continued employment of the Surviving Entity or holder thereof through such a Change in Control event. The shares of Acquiror Common Stock that may be acquired through the Exchange Agent will exercise of any vested Earnout Acquiror Options shall be treated for all purposes of this Agreement as having been paid subject to the holder of additional conditions for the Company Stock Option Earnout Acquiror Options described in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each Company Stock Option rounded to the next highest full cent. Prior to the Effective Time, the Company shall take all actions required by the Company Stock Plans under which such Company Stock Options were granted to cause such Company Stock Plans and all Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving EntitySection 3.04(e).

Treatment of Company Stock Options. All rights under any option to purchase shares of Company Common Stock that remains outstanding and unexercised, whether vested or unvested, immediately prior to the Effective Time (the “Company Stock Options”) shall become null and void and cease to represent a right to acquire shares of Company Common Stock as of the Effective Time and shall at the option of the holder be either (i) converted into options (the “New Options”) to purchase that number of shares of Associated equal to (a) The the number of shares of Company promptly shall notify each holder of Common Stock subject to the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio (rounding Fractional Shares down to the nearest whole share), or (ii) disclose that, if not exercised, such converted to the right to receive cash in an amount (less any applicable withholding tax) equal to the number of shares of Company Common Stock subject to the Company Stock Options will terminate at Option multiplied by the amount by which the Exchange Ratio times the Associated Common Stock closing price on the date of the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to exceeds the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Option; provided, however that Company Stock Options entitled thereto issued after April 1, 2004 shall be made as soon as practicable after converted to a right to receive cash pursuant to (ii) of the Effective Time, subject to the terms and conditions first clause of this Agreement. Any amounts withheld and paid over sentence with no option to convert to New Options pursuant to (i) of the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes first clause of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was madesentence. If the The exercise price per share exercise price of any such Company Associated Common Stock Option is equal to or greater than the Merger Consideration, such Company Stock under each converted New Option shall be canceled with a cash payment of $0.001 equal to the exercise price per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each which was purchasable under the Company Stock Option that such New Option replaces divided by the Exchange Ratio (rounded down to the next highest full nearest whole cent). Prior Each option which is an “incentive stock option” as defined in Section 422 of the Code shall be adjusted as required by Section 424 of the Code and the regulations promulgated thereunder so as not to constitute a modification, extension, or renewal of the option within the meaning of Section 424(h) of the Code. The duration and vesting of each such New Option shall be the same as the original Company Stock Option it replaces, except to the extent vesting may be accelerated under the terms of the applicable Company stock option plan by reason of the transactions contemplated by this Agreement. At or before the Effective Time, the Company shall take all actions required by cause to be effected any amendments to any plans, grant agreements, or other documents relating to any of the Company Stock Plans under Options which such may be necessary in order to give effect to the provisions of this Section 1.10 and, if necessary, will use reasonable efforts to obtain the consent of any holder of Company Stock Options were granted necessary to cause effect any such Company Stock Plans and all Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Entityamendments.

Treatment of Company Stock Options. (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject Subject to the terms and conditions of this Agreement. Any amounts withheld and paid over , no less than ten (10) days prior to the appropriate taxing authority Effective Time each option to purchase Company Common Stock granted pursuant to a Company Option Plan (each, a “Company Stock Option”) shall become fully vested and exercisable; and at the Effective Time, by Parentvirtue of the Merger and without any further action on the part of Merger Sub, the Surviving Entity Company or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the any holder of the any Company Common Stock or any Company Stock Option, each Company Stock Option in respect of whom such deduction and withholding was made. If the with a per share exercise price (with respect to each such option, the “Per Share Exercise Price”) of any such Company Stock Option is equal to or greater less than the Merger ConsiderationCommon Stock Closing Consideration (each, such Company Stock Option a “Cash Value Option”), that is outstanding and unexercised as of the Effective Time shall be canceled cancelled and converted into the right to receive with a cash payment of $0.001 per share being made in respect of to each share of Company Common Stock subject to such Company option an amount of cash, without interest, equal to the Common Stock Closing Consideration minus the applicable Per Share Exercise Price (with respect to each Cash Value Option, for each Company Stock the “Option rounded Closing Consideration”), plus, subject to the next highest full cent. Prior to the Effective TimeSection 3.6 hereof, the Company Common Stock Escrow Amount, if any (collectively, the “Option Merger Consideration”) and less any amounts required to be deducted and withheld under any applicable Law. All payments of Option Merger Consideration with respect to cancelled Cash Value Options shall take all actions required be made by the Company Stock Plans under which such Company Stock Options were granted to cause such Company Stock Plans Exchange Agent as promptly as reasonably practicable in accordance with Section 3.5(a) from the Aggregate Merger Consideration. Any and all Company Stock Options granted thereunder to terminate at that are outstanding and unexercised as of the Effective Time, including adopting any plan amendments Time with a Per Share Exercise Price equal to or exceeding the Common Stock Closing Consideration shall be immediately cancelled and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf forfeited as of the Company or Effective Time without any liability on the part of the Surviving EntityCorporation.

Treatment of Company Stock Options. (a) The Company promptly shall notify take all actions, if required, to provide that each holder outstanding option to purchase shares of Company Common Stock (a “Company Stock Option”) and granted under any stock option plan, program or agreement to which the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans is a party (the “Company Stock Option Holder NoticePlans”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose thatwhether or not then exercisable, if not exercisedshall, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, be cancelled, and the holder thereof shall be entitled to the right to receive, without any interest thereon, an amount in cash, for each outstanding share of Company Common Stock then subject to the Company Stock Option Option, payable promptly (in no event later than three (3) Business Days) following the Effective Time equal to the difference (if any) between (x) the Per Share Merger Consideration and (y) per share exercise price with respect to such Company Stock Option. Such cash payment shall be terminated subject to and reduced by virtue all applicable Taxes required by Law to be withheld in respect of such payment. Notwithstanding the foregoing, at least 20 days prior to the Closing, the Company shall provide a notice of the Merger and Transaction to each holder of a Company Stock Option shall cease in a form reasonably acceptable to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, which shall indicate for each holder the Surviving Entity or number of securities held by such holder and the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making related exercise price. The surrender of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the a Company Stock Option in respect exchange for the consideration contemplated by this Section 3.4(a) (Treatment of whom such deduction and withholding was made. If the per share exercise price Company Stock-Based Securities) shall be deemed a release of any such and all rights the holder had or may have had in respect thereof; provided, that for any Company Stock Option where no payment is required to be made under this Section 3.4(a) (Treatment of Company Stock-Based Securities) because such payment amount would be equal to or greater less than the Merger Considerationzero, such Company Stock Option will be cancelled and terminated at the Effective Time without any exercise thereof or further action with respect thereto, and no payment shall be canceled made with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each Company Stock Option rounded to the next highest full centthereto. Prior to the Effective Time, the The Company shall take all actions required by the Company Stock Plans under which such Company Stock Options were granted to cause such Company Stock Plans and all Company Stock Options granted thereunder to terminate at provide that, upon the Effective Time, including adopting (i) the Company Stock Option Plans and any similar plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf agreement of the Company or shall be terminated, and (ii) no holder of any Company Stock Option will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving EntityCorporation, upon exercise of any Company Stock Option.

Treatment of Company Stock Options. (a) The Company promptly shall notify each holder Each outstanding unexercised option to purchase shares of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with under the Company Stock Plan prior to (a "Company Stock Option") shall, at the Effective Time, (ii) disclose thatbecome fully vested and exercisable, if not exercised, such and each Company Stock Options will terminate Option with respect to which a Rollover Election has been timely made by the holder thereof in accordance with Section 3.7 shall, at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have without any rights with respect thereto, other than further action on the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment part of the Option Merger Consideration holder thereof, be assumed by Parent and converted into a fully vested and exercisable option to each purchase that number of shares of Class A Liberty Group Stock determined by multiplying the holders number of shares of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock OptionOption immediately prior to the Effective Time by the Synthetic Liberty Group Exchange Ratio, for each at an exercise price per share of Class A Liberty Group Stock equal to the exercise price per share of such Company Stock Option rounded immediately prior to the next highest full centEffective Time divided by the Synthetic Liberty Group Exchange Ratio, rounded down to the nearest whole cent (a "Rollover Option"). Prior If the foregoing calculation results in a Rollover Option being exercisable for a fraction of a share of Class A Liberty Group Stock, then the number of shares of Class A Liberty Group Stock subject to such option shall be rounded up to the nearest whole number of shares. The terms and conditions of each Rollover Option shall otherwise remain as set forth in the Company Stock Option converted into such Rollover Option. All shares of Class A Liberty Group Stock issued upon the exercise of any Rollover Option will be validly issued, fully paid and non-assessable. Parent shall use commercially reasonable efforts to cause the issuance of shares of Class A Liberty Group Stock issuable upon exercise of any Rollover Options to have been registered, at or as promptly as reasonably practicable following the Effective Time, pursuant to an effective registration statement on Form S-8 (or other comparable form) under the Company Securities Act and Parent shall take all actions required by use its commercially reasonable efforts to maintain the Company Stock Plans under which effectiveness of such Company Stock registration statement thereafter for so long as any Rollover Options were granted to cause such Company Stock Plans and all Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Entityremain exercisable.