Vested Company Options Sample Clauses

Vested Company Options. No Vested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject thereto, subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a release) in a form mutually acceptable to Parent and the Company (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Share Common Consideration for each share of Company Common Stock issuable upon the exercise in full of such Company Option over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), subject to adjustment in accordance with Section 1.6. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.3(c), (x) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.

Vested Company Options. Each Company Share Option (a “Vested Company Option”) that is vested and outstanding prior to the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Vested Company Options as of the Closing or by voluntary exercise on the part of the holder of Vested Company Options. Such holders of Vested Company Options shall not be required to make payment of the exercise price of such Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to transfer to (x) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid the balance of the Merger Consideration to each former holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise of Vested Company Options which are held by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtained.

Vested Company Options. Subject to Section 2.8(a)(iii), each Vested Company Option shall be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (A) the number of shares of Company Common Stock subject to such Vested Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Per Share Price over the exercise price per share of such Vested Company Option (the “Vested Option Consideration”).

Vested Company Options. Each Vested Company Option shall be cancelled and terminated as of the Effective Time, and converted into the right of the Vested Company Optionholder thereof to receive the following (collectively, the “Vested Company Option Consideration”): (A) an amount in cash equal to the product of (1) the excess (if any) of (x) the Per Unit Portion of the Estimated Consideration over (y) the applicable exercise price per Class C Unit issuable under such Vested Company Option, multiplied by (2) the number of Class C Units subject to such Vested Company Option (the “Vested Company Optionholder Closing Consideration”); (B) an amount in cash equal to the product of (1) the number of Class C Units subject to such Vested Company Option multiplied by (2) the excess, if any, of (x) the sum of the Per Unit Portion of the Additional Consideration (if any) plus the Per Unit Portion of the Estimated Consideration over (y) the sum of the applicable exercise price per Class C Unit issuable under such Vested Company Option plus the amount, if any, of the excess described in clause (A)(1) of this Section 3.1(b)(i) (the “Vested Company Optionholder Additional Consideration”); and (C) an amount in cash equal to the product of (1) the number of Units subject to such Vested Company Option multiplied by (2) the excess, if any, of (x) the sum of the Per Unit Portion of Holdback Remainder Consideration (if any) plus the Per Unit Portion of the Additional Consideration (if any) plus the Per Unit Portion of the Estimated Consideration over (y) the sum of the applicable exercise price per Class C Unit issuable under such Vested Company Option plus the amount, if any, of the excess described in clause (A)(1) of this Section 3.1(b)(i) plus the amount, if any, of the excess described in clause (B)(2) of this Section 3.1(b)(i) (the “Vested Company Optionholder Holdback Remainder Consideration”). For the avoidance of doubt, no Company Optionholder holding a Company Option that is outstanding immediately prior to the Effective Time and has an exercise price per Unit that is equal to or greater than the Per Unit Portion of the Estimated Consideration shall be entitled to any payment with respect to such Vested Company Option before or after the Effective Time and all such Company Options shall be cancelled for no consideration at the Effective Time. Except as otherwise agreed to in writing by Buyer and a Company Optionholder with respect to any of such Company Optionholder’s Vested Company Options,...

Vested Company Options. At the Effective Time, each outstanding Company Option that is vested at the Effective Time, or that vests as a result of the consummation of transactions contemplated by this Agreement (each, a “Vested Company Option”), will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the right to receive an amount (without interest) in cash, equal in value to (A) the total number of shares of Company Common Stock subject to the Vested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock underlying such Vested Company Option, less applicable Taxes required to be withheld with respect to such payment (the “Vested Company Option Consideration”). For the avoidance of doubt, any Vested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Vested Company Option shall remain outstanding, and each former holder of a Vested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company Option Consideration in exchange for such Vested Company Option in accordance with this Section 2.8(c)(i).

Vested Company Options. (i) No outstanding Vested Company Options shall be assumed by Buyer. At the Closing, each then outstanding and unexercised Vested Company Option shall, by virtue of the Acquisition, be terminated and the holder thereof shall be entitled upon and subject to delivery of a duly executed and completed Optionholder Consent Instrument to Buyer, to receive from Buyer (which may act through the Company, the 102 Trustee or the Paying Agent) an amount of cash equal to the applicable portion of the Final Total Consideration payable in respect thereof in accordance with the terms and subject to the conditions set forth herein and allocated and distributed in accordance with and subject to the Payment Spreadsheet (which shall reflect deduction for the applicable per share exercise price of such Vested Company Option) less applicable Tax withholding, including any income or employment tax withholding required under the Code, the Israel Tax Ordinance or any provision of Tax Law, subject to Section 2.3(e). (ii) The Paying Agent shall deliver the Total Consideration payable in respect of: (A) any Company 102 Options that are Vested Company Options; (B) Company 102 Shares, to the 102 Trustee to be held and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Section 102 of the Israel Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other final approval from the Israel Tax Authority received either by the Company or Buyer); and (C) Vested Company Options held by Employees of such U.S. Subsidiary, to the U.S. Subsidiary to be paid by such Subsidiary to such Employees in accordance with such U.S. Subsidiary’s regular payroll practices (subject to any applicable withholding Taxes). The 102 Trustee shall be required to withhold any amounts required in accordance with applicable Law (including the provisions of Section 102 of the Israel Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other final approval from the Israel Tax Authority received either by the Company or Buyer). Notwithstanding anything to the contrary, the Total Consideration payable hereunder in respect of the Company 102 Options that are Vested Company Options and in respect of the Company 102 Shares shall be held by the 102 Trus...

Vested Company Options. Subject to the terms and conditions of this Agreement, at the Effective Time, each Vested Company Option shall be cancelled and extinguished and shall, subject to Section 2.1(e), be automatically exchanged for the right to receive an amount of cash equal to (A) (x) the Common Exchange Ratio multiplied by (y) the number of shares of Company Common Stock the holder of such Vested Company Option would be entitled to receive upon the exercise in full of such Vested Company Option less (B) the aggregate price that would be payable in consideration of the exercise of such Vested Company Option (the “Vested Option Value”); provided, however, the amount payable by Buyer pursuant to this Section 2.1(c)(iii) at the Effective Time shall be less the cash amount attributable to the pro rata interest of such Vested Company Option holder in the Escrow Amount pursuant to Section 2.1(e). The amount of cash payable to each holder of Vested Company Options shall be rounded up or down to the nearest whole cent and computed after aggregating all Vested Company Options held by such holder. Promptly after the Effective Time, Buyer shall mail to the Participating Holders of Vested Company Options in exchange therefor cash constituting the aggregate consideration to which such Participating Holder is entitled pursuant to this Section 2.1(c)(iii) (less the cash proceeds to be deposited with the Escrow Agent with respect to such Participating Holder’s Vested Company Options pursuant to Section 2.1(e) and any applicable withholding Taxes).

Vested Company Options. No Vested Company Options shall be assumed or continued by Parent or the Company in connection with the Mergers or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive with respect to each share of Company Common Stock subject thereto, (A) an amount in cash, without interest, equal to (1) the Per Share Unaccredited Cash Amount for each share of Company Common Stock issuable upon the exercise in full of such Vested Company Option, minus (2) an amount in cash equal to the per share exercise price of such Vested Company Option, minus (3) the Per Share Escrow Amount, minus (4) the Per Share Expense Fund Amount, (B) any disbursements of Escrow Cash required to be made from the Escrow Fund with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest in accordance with Section 7.4,(C) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the Post-Closing Excess Amount), without interest, in accordance with Section 1.15(e), and (D) any cash disbursements required to be made from the Expense Fund Account with respect to such Vested Company Option to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 7.6(c). Such payment in respect of any Vested Company Options that are Employee Options shall be made to the holders of Employee Options through Parent’s or the Surviving Entity’s payroll processing system in accordance with standard payroll practices net of applicable Tax withholding and deductions, and such payment in respect of any Vested Company Options that are Non-Employee Options, shall be paid to the Paying Agent for further payment to such the holders of such Non-Employee Options; provided that, as a condition to payment of any amount owed to the holders of Non-Employee Options, each such holder of Non-Employee Options must have first delivered to the Paying Agent or Parent, as applicable, a properly completed Letter of Transmittal and a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8, as applicable. For purposes of calculating the aggregate amount of cons...

Vested Company Options. At the Closing, each Company Option that is outstanding as of immediately prior to the Closing and either (i) vested in accordance with the terms of the applicable Company Equity Plan and award agreement evidencing such Company Option as of immediately prior to the Closing or (ii) subject to accelerated vesting solely as a result of the completion of the Transactions in accordance with the terms thereof, will, without any action on the part of Parent, Buyer, the Company, the holder thereof, or any other Person, be canceled and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (y) the number of Shares subject to such Company Option. Following the date of this Agreement, the Company shall use its reasonable best efforts to obtain any consents of any holders of any Company Option described in clause (i) or (ii) of the preceding sentence necessary to effectuate the treatment of such Company Options as described in this Section 2.03(d).

Vested Company Options. At the Settlement, each Company Option that is outstanding (all of which are currently vested) as of immediately prior to the Settlement shall, without any action on the part of the Buyer, the Company, the holder thereof or any other Person, be cancelled and (consistent with the Company Equity Plans) converted into and shall become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per share exercise price of such Company Option multiplied by (y) the number of Company Shares subject to such Company Option as of immediately prior to the Settlement.