Common use of Treatment of Stock Options Clause in Contracts

Treatment of Stock Options. Each option to purchase Shares granted under a Company Stock Plan (as defined in Section 5.1(b)) that is outstanding immediately prior to the Effective Time (a “Company Option”) shall become fully vested and fully exercisable at the Effective Time. At the Effective Time, subject to the provisions of Section 4.4, each unexercised Company Option with an exercise price that is less than the Deemed Per Share Merger Consideration (as defined below) shall be cancelled and the holder of such Company Option shall be entitled to receive cash from the Company in an amount equal to (x) the Deemed Per Share Merger Consideration minus the exercise price per Share under the Company Option, multiplied by (y) the number of Shares subject to the Company Option. For purposes of this Section 4.11, the “Deemed Per Share Merger Consideration” shall be equal to the sum of (x) the Cash Consideration plus (y) the Exchange Ratio multiplied by the Parent Closing Price. The Company shall withhold from such cash payment, and pay over to the appropriate taxing authorities, all amounts the Company is required to withhold under federal and, if applicable, state tax laws. At the Effective Time, each Company Option with an exercise price that is equal to or greater than the Deemed Per Share Merger Consideration shall be cancelled and the holder of such Company Option shall not be entitled to receive any consideration for such Company Option. As soon as practicable after the date of this Agreement, the Company Board (as defined in Section 5.1(c)(ii)) and any committee of the Company Board administering the Company Stock Plans shall use their respective reasonable best efforts to take any action necessary to accomplish the foregoing, including obtaining any required consents from any Person.

Treatment of Stock Options. Each option to purchase Shares granted under a Company Stock Plan (as defined in Section 5.1(b)) that is outstanding immediately prior to the Effective Time (a “Company Option”) shall become fully vested and fully exercisable at the Effective Time. At the Effective Time, subject to the provisions of Section 4.4, each unexercised Company Option with an exercise price that is less than the Deemed Per Share Merger Consideration (as defined below) shall be cancelled and the holder of such Company Option shall be entitled to receive cash from the Company in an amount equal to (x) the Deemed Per Share Merger Consideration minus the exercise price per Share under the Company Option, multiplied by (y) the number of Shares subject to the Company Option. For purposes of this Section 4.11, the “Deemed Per Share Merger Consideration” shall be equal to the sum of (x) one-half the Cash Consideration plus (y) one-half the Exchange Ratio multiplied by the Parent Closing Price. The Company shall withhold from such cash payment, and pay over to the appropriate taxing authorities, all amounts the Company is required to withhold under federal and, if applicable, state tax laws. At the Effective Time, each Company Option with an exercise price that is equal to or greater than the Deemed Per Share Merger Consideration shall be cancelled and the holder of such Company Option shall not be entitled to receive any consideration for such Company Option. As soon as practicable after the date of this Agreement, the Company Board (as defined in Section 5.1(c)(ii)) and any committee of the Company Board administering the Company Stock Plans shall use their respective reasonable best efforts to take any action necessary to accomplish the foregoing, including obtaining any required consents from any Person.

Treatment of Stock Options. Each option The Company shall use commercially reasonable efforts to purchase Shares granted under a (i) cause each Company Stock Plan (as defined in Section 5.1(b)) Option that is outstanding outstanding, whether or not vested, immediately prior to the Effective Time (a “Company Option”) shall become fully vested and fully exercisable at the Effective Time. At , to, effective as of the Effective Time, be cancelled in exchange for the right to receive a single lump sum cash payment, to be paid by the Surviving Corporation to the holder of the Company Option as soon as practicable following the Closing, equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, and (B) the provisions excess, if any, of Section 4.4, each unexercised the Merger Consideration for a share of Company Option with an Common Stock at the Effective Time over the exercise price that is less than the Deemed Per Share Merger Consideration (as defined below) shall be cancelled and the holder per share of such Company Option (the aggregate amount payable under this Section 6.7(a), the “Option Consideration”), and (ii) obtain a release or other documentation executed by the holder of each such Company Option, reasonably satisfactory to the Parent and the Surviving Corporation, evidencing the cancellation of such Company Option. The parties agree that the Company may amend the Company Stock Option Plans and any applicable agreements as the Company deems necessary or appropriate to carry out the Company’s obligations under this Section 6.7(a). The Surviving Corporation shall be entitled to receive cash deduct and withhold, or cause to be deducted or withheld, from the Company in an amount equal Option Consideration such amounts as are required to (x) the Deemed Per Share Merger Consideration minus the exercise price per Share under the Company Option, multiplied by (y) the number of Shares subject be deducted and withheld with respect to the Company Option. For purposes making of this Section 4.11, the “Deemed Per Share Merger Consideration” shall be equal to the sum of (x) the Cash Consideration plus (y) the Exchange Ratio multiplied by the Parent Closing Price. The Company shall withhold from such cash paymentpayment under any applicable Legal Requirement, and pay over to the appropriate taxing authorities, all amounts the Company is required to withhold under federal and, if applicable, state tax laws. At the Effective Time, each Company Option with an exercise price that is equal to or greater than the Deemed Per Share Merger Consideration final sentence of Section 2.7(f) shall be cancelled and the holder of such Company Option shall not be entitled to receive any consideration for such Company Option. As soon as practicable after the date of this Agreement, the Company Board (as defined in Section 5.1(c)(ii)) and any committee of the Company Board administering the Company Stock Plans shall use their respective reasonable best efforts to take any action necessary to accomplish the foregoing, including obtaining any required consents from any Personapply.

Treatment of Stock Options. Each option The Company shall use commercially reasonable efforts to purchase Shares granted under a (i) cause each Company Stock Plan (as defined in Section 5.1(b)) Option that is outstanding outstanding, whether or not vested, immediately prior to the Effective Time (a “Company Option”) shall become fully vested and fully exercisable at the Effective Time. At , to, effective as of the Effective Time, be cancelled in exchange for the right to receive a single lump sum cash payment, to be paid by the Surviving Corporation to the holder of the Company Option as soon as practicable following the Closing, equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, and (B) the provisions excess, if any, of Section 4.4, each unexercised the Merger Consideration for a share of Company Option with an Common Stock at the Effective Time over the exercise price that is less than the Deemed Per Share Merger Consideration (as defined below) shall be cancelled and the holder per share of such Company Option (the aggregate amount payable under this Section 6.7(a), the "Option Consideration"), and (ii) obtain a release or other documentation executed by the holder of each such Company Option, reasonably satisfactory to the Parent and the Surviving Corporation, evidencing the cancellation of such Company Option. The parties agree that the Company may amend the Company Stock Option Plans and any applicable agreements as the Company deems necessary or appropriate to carry out the Company's obligations under this Section 6.7(a). The Surviving Corporation shall be entitled to receive cash deduct and withhold, or cause to be deducted or withheld, from the Company in an amount equal Option Consideration such amounts as are required to (x) the Deemed Per Share Merger Consideration minus the exercise price per Share under the Company Option, multiplied by (y) the number of Shares subject be deducted and withheld with respect to the Company Option. For purposes making of this Section 4.11, the “Deemed Per Share Merger Consideration” shall be equal to the sum of (x) the Cash Consideration plus (y) the Exchange Ratio multiplied by the Parent Closing Price. The Company shall withhold from such cash paymentpayment under any applicable Legal Requirement, and pay over to the appropriate taxing authorities, all amounts the Company is required to withhold under federal and, if applicable, state tax laws. At the Effective Time, each Company Option with an exercise price that is equal to or greater than the Deemed Per Share Merger Consideration final sentence of Section 2.7(f) shall be cancelled and the holder of such Company Option shall not be entitled to receive any consideration for such Company Option. As soon as practicable after the date of this Agreement, the Company Board (as defined in Section 5.1(c)(ii)) and any committee of the Company Board administering the Company Stock Plans shall use their respective reasonable best efforts to take any action necessary to accomplish the foregoing, including obtaining any required consents from any Personapply.