Common use of Vested Company Options Clause in Contracts

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. No Vested Company Options shall be assumed or continued by Parent and At the Company in connection with the Merger or the other transactions contemplated hereby. Each Effective Time, each Vested Company Option outstanding as of immediately prior to that is not an Underwater Option shall terminate and be cancelled without further action by the Effective Time parties hereto or the Company Optionholders and upon the cancellation thereof such Company Option shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject theretoreceive, 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 subject to such Company Option, an amount in cash equal to (i) the Residual Per Share Amount, minus (ii) the exercise in full price per share of Company Common Stock subject to such Company Option over or Promised Option, minus (iii) the per Per Share Escrow Contribution Amount with respect to such share exercise price of Company Common Stock subject to such Company Option or Promised Option, minus (iv) the Per Share Expense Fund Contribution Amount with respect to such share of Company Common Stock subject to such Company Option or Promised Option (such amount, a “Cash Option Payment” and the sum of all such payments, the “Aggregate Cash Option Payment”). Each Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company that is an Underwater 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 and terminated without considerationconsideration upon the Effective Time. The payment of the Vested Company Option Cash Out Amount All consideration 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 received by the holders of Employee Company Withholding Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, pursuant to this Section 2.2(a) shall be paid to and distributed by the Surviving Corporation promptly after the Effective Time and delivery of an executed consent to have such holder’s Cash Option Payment Agent for further payment subject to the Non-Employee provisions of Sections 2.4 and Article 9 of the Agreement (an “Optionholder Consent”), and shall be treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 2.9. All consideration to be received by the holders of Company Option Holders. For purposes Options and the intended recipients of calculating the aggregate amount of consideration payable Promised Options, in respect of each Vested Company Option case that are not Withholding Options pursuant to this Section 1.3(c)2.2(a) shall be paid to and distributed by the Exchange Agent to such Company Optionholder. Prior to the Closing, the Company shall provide notice and a form of Optionholder Consent (xin a form reasonably satisfactory to Parent) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by to each holder of Vested Company Options shall be aggregated and (y) describing the amount treatment of cash to be paid to each such holder of the Vested Company Options shall be rounded down to the nearest whole centin accordance with this Section 2.2(a).

Vested Company Options. No Vested Company Options shall be assumed or continued by Parent and At the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Effective Time, each Company Option that is outstanding as of and unexercised immediately prior to the Effective Time and that is vested as of the Effective Time (after application of the One Year Accelerated Vesting and any vesting acceleration provisions set forth in the terms of such Company Option, if any) (each, a “Vested Company Option”) shall be cancelled and converted automatically into the right to receive terminated at the Effective Time and the holder thereof shall be entitled, in full satisfaction of the rights of such holder with respect thereto, to receive 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 subject to such Company Option over the per share exercise price of such Vested Company Option (such excess an 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 cash equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount Merger Consideration. Promptly after the Effective Time (and in any event within three (3) Business Days thereafter), Parent shall cause the Surviving Company or its designee to any holder of pay to each Subject Vested Company Options shall be paid at such time(s) provided Option Holder a cash amount in this Agreement immediately available funds equal 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 aggregate Per Company Option Holders. For purposes of calculating the aggregate amount of consideration Closing Payments payable in with 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 such Holder through the payroll system of the Surviving Company. Promptly after the Effective Time (and in any event within three (3) Business Days thereafter, but subject to the receipt by the Paying Agent of any customary information requested by the Paying Agent from the applicable Holder in connection with such payment, including a completed and signed IRS Form W-9 or Form W-8, as applicable) Parent shall cause the Paying Agent to pay to each holder of Exempt Vested Option Holder a cash amount in immediately available funds equal to the aggregate Per Company Option Closing Payments payable with respect to the Vested Company Options held by such Holder in accordance with Section 5.5(a). Parent shall, or shall be aggregated and (y) cause the amount Surviving Company or its designee, to deliver the applicable portion of cash to be paid each Future Payment to each such holder Subject Vested Option Holder. Parent shall cause the Paying Agent to deliver, in accordance with Section 5.5(a), the applicable portion of each Future Payment to each Exempt Vested Company Options shall be rounded down to the nearest whole centOption Holder.”

Vested Company Options. No At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such 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 multiplied by such Company Option Holder of an option cancellation agreement (which shall include a releasey) 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 (1) the Per Share Common Consideration for Amount (as defined in the Merger Agreement as the consideration that each share of Company Common Stock issuable upon common stock will receive in the exercise in full of such Company Option over Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise 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 immediately prior to the Per Share Common Consideration shall be cancelled without consideration. The payment of Effective Time (with 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 understanding that, 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)clause, (x) all shares of Company Common Stock issuable upon the if there are different exercise in full of the prices for different Vested Company Options held by each holder of Vested Company Options you, separate calculations shall be aggregated and made for each applicable exercise price) (y) the amount “Vested Spread”). Approximately 19.2% of cash the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be paid subject to each such holder escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Company Options shall Spread will be rounded down withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the nearest whole centMerger Agreement for any Representative Expenses incurred by the Representative.

Vested Company Options. No Upon the terms and subject to the conditions set forth in this Agreement, each Vested Company Options Option (other than any Vested Company Option that is a Rollover Security under the Support Agreement) outstanding and unexercised immediately prior to the Effective Time, with a per share exercise price less than the Per Share Merger Consideration (each, a “Cashed-Out Option”), shall automatically and without any action on the part of the holder thereof, be assumed or continued cancelled as of the Effective Time in exchange for the right to receive, unless otherwise agreed to between such holder and Parent prior to the Closing, an amount in cash equal to the excess of (x) Per Share Merger Consideration over (y) the exercise price of such Cashed-Out Option, multiplied by the number of Company Shares underlying such Cashed-Out Option (the “Option Consideration”); provided that if based on the agreement between a holder of a Cashed-Out Option and Parent prior to the Closing that such Cashed-Out Option shall not be cancelled in exchange for the right to receive Option Consideration in accordance with this Section 3.1(f)(ii), such holder of the Cashed-Out Option shall, in exchange for the cancellation of such Cashed-Out Option as of the Effective Time, have a right to receive an equity incentive award of Parent, pursuant to the terms and conditions to be determined by Parent and entitling the Company holder thereof to substantially the same economic value as such Cashed-Out Option, provided further that the number of shares underlying such award granted in connection substitution for such Cashed-Out Option may be further adjusted by Parent in accordance with Parent’s capital structure at the Merger or Closing to provide substantially the other transactions contemplated herebysame economic terms to the holder of such Cashed-Out Option. Each Vested Company Option outstanding as of and unexercised 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 Merger Consideration shall automatically be cancelled without consideration. The payment as of the Vested Company Option Cash Out Amount to Effective time without 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 thereof. As promptly as practicable following the Effective Time, the Surviving Company shall pay (or cause to be paid on its behalf) to each holder of each Vested Company a Cashed-Out Option the aggregate Option Consideration (without interest) payable to such holder of Cashed-Out Options pursuant to this Section 1.3(c3.1(f)(ii), (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 . Such Option Consideration shall be rounded down to the nearest whole centcent and the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company) shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Cashed-Out Options with respect to whom such amounts were withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company).

Vested Company Options. No If You Do Not Wish to Exercise Your Vested Company Options shall be assumed Prior to Effective Time Yahoo will not assume any Company Options or continued by Parent and any portion of any Company Options that are vested as of the Company in connection with the Effective Time (“Vested Options”). The Merger or the other transactions contemplated hereby. Each Agreement provides that each unexercised Vested Company Option outstanding as of immediately prior to the Effective Time shall will be cancelled and converted automatically into the right to receive at (less all applicable withholding taxes and subject to your execution of the letter of transmittal described below): • Promptly After the Effective Time Time: an amount in cash equal to the Per Share Amount multiplied by the number of shares of Company common stock subject to such Vested Options minus (a) the aggregate exercise price of all shares subject to such Vested Options and (b) the pro rata share of the Escrow Amount and the Representative Fund Amount, to be paid as promptly as practicable after the Effective Time, and • Promptly After Each Applicable Escrow Release Date: an additional cash amount (if any) equal to the portion (if any) of the pro rata share of the Escrow Amount and Representative Fund Amount required to be released from the escrow funds on such Escrow Release Date, in each case, as, when and if such disbursements are required to be made in accordance with the Merger Agreement. No payment will be made with respect to each share subject thereto, subject to the execution and delivery by such Company (i) any Vested 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 that equals or equal to exceeds the amount of the Per Share Common Consideration shall Amount or (ii) any Company Option (or portion thereof) that is not a Vested Option at the Effective Time. To facilitate the payments in respect of your Vested Options, you will need to complete a letter of transmittal and other ancillary documents. All payments in respect of Vested Options will be cancelled without considerationreduced by all applicable withholding taxes (which may include previously uncollected tax withholding arising in connection with your prior exercises of Company Options, if any). The payment Tax withholding will apply only when payments are made to you, either at, or shortly after, the Effective Time, or when funds are released to you from the escrow funds. For U.S. taxpayers, please note that payments received in exchange for the cancellation of Vested Options constitute ordinary income (in the case of current and former employees, subject to income and employment tax withholding) regardless of whether the Vested Company Option Cash Out Amount was intended to any holder be an incentive stock option or nonstatutory stock option under federal tax laws. Similarly, for holders of Vested Options in Canada and the United Kingdom (“U.K.”), payments received in exchange for the cancellation of Vested Options will be subject to income tax1 and social insurance contributions,2 which will be withheld from the payments. If You Wish to Exercise Your Vested Company Options shall be paid at such time(s) provided in this Agreement Prior to the Surviving Corporation for further payment Effective Time You may choose to exercise your Vested Options prior to the holders Effective Time. If you wish to so exercise, please complete the exercise process on the Option Admin website no later than 12 PM, Pacific Time, December 8, 2014. No exercises of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding will be permitted after 12 PM, Pacific Time, December 8, 2014 and deductions, your completed option paperwork and in respect of Non-Employee Company payment must be received by that time. To exercise your Vested Options, shall be paid you must provide Option Admin with a completed exercise notice and pay the aggregate exercise price and any applicable withholding taxes applicable to the Payment Agent Vested Options you are exercising, in cash, by the above date. If you exercise your Vested Options, you will be a Company Stockholder at the Effective Time and therefore a portion of the Merger consideration that you would otherwise receive for further payment your shares will be held back from you for contribution 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)Escrow Amount and Representative Fund Amount, (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 centas described above.

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. No Vested Company Options shall be assumed or continued by Parent and or the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding and unexercised 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 of Company Common Stock 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 (A) the Per Share Common Unaccredited Cash Consideration for each share of Company Common Stock issuable upon the exercise in full of such Vested Company Option over Option, minus (B) an amount in cash equal to the per share exercise price of such Vested Company Option Option, minus (such excess C) an amount being hereinafter referred in cash equal to as any required withholding Taxes due at the “Vested Company Option Cash Out Amount”), subject to adjustment time of conversion. Such payment in accordance with Section 1.6. respect of any 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 that are Employee Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment made to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system of Parent, the Final Surviving Entity or a Subsidiary of the Final Surviving Entity, as applicable, 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 Company Options, shall be paid to the Payment Paying Agent for further payment to such the holders of such Non-Employee Company Option HoldersOptions; 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, if applicable. For purposes of calculating the aggregate amount of consideration payable to each Company Vested Optionholder in respect of each all of such holder’s Vested Company Option Options pursuant to this Section 1.3(c2.1(b)(i), (x1) the cash consideration payable in respect of all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of such Company Vested Company Options Optionholder shall be aggregated and (y2) the amount of cash to be paid to each such holder of Company Vested Company Options Optionholder after such aggregation shall be rounded down to the nearest whole cent.

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 (including Unvested Company Options (or portion thereof) that accelerate by their terms and become Vested Company Options at the Effective Time) shall be cancelled and converted automatically at the Effective Time 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 Amount for each share of Company Common Stock issuable upon the exercise in full of such Vested 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 each in accordance with Section 1.6with, and subject to, the terms and conditions set forth in this Agreement. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration Amount shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall shall, subject to delivery by such holder of an executed Option Cancellation Agreement to Acquirer, be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment payment, as soon as practicable (but in no event later than the second regular payroll date after the Effective Time), to the such holders of Employee Vested 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 Holderswithholding. For purposes of calculating the aggregate amount of consideration payable in respect to each holder of each a Vested Company Option pursuant to this Section 1.3(c1.9(a)(iv), (xA) 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 (yB) 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. No Vested Company Options shall be assumed or continued At the Effective Time, by Parent and the Company in connection with virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, any Company Securityholder or the any other transactions contemplated hereby. Each Person, each Vested Company Option that is outstanding and unexercised 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 (A) (x) the excess, if any, of the Closing Payment Per Share Common Consideration Share, for each share of Company Common Stock issuable upon the exercise in full of Share subject to such Vested Company Option over the per share exercise price of such Vested Company Option Option, multiplied by (y) the aggregate number of shares of Company Common Shares underlying such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount(the aggregate amount to be received by a Company Securityholder pursuant to this Section 1.3(c)(i)(A), a “Company Option Closing Payment”), subject plus (B) any distributions of cash to adjustment in accordance be made with Section 1.6. Vested Company Options with a per share exercise price greater than or equal respect 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(c2.4(b)(ii), Section 7.6(g), Section 9.4(c), Section 9.4(d) and Section 10.3 (x) all shares of together with the Company Common Stock issuable upon Option Closing Payment, the “Vested Option Consideration”); provided, that if the exercise in full price per Company Share underlying such Vested Company Option is equal to or greater than the Closing Payment Per Share (each, an “Out of the Money Vested Company Option”), such Out of the Money Vested Company Option shall be cancelled without any cash payment or the consideration being made in respect thereof. The Vested Option Consideration shall be paid to holders of Vested Company Options by Buyer or an Affiliate thereof, less any required withholding Taxes, within three (3) Business Days following the Effective Time in respect of the Company Option Closing Payment and within fifteen (15) Business Days following the date that Company Shareholders receive the corresponding portion of the cash distributions pursuant to Section 2.4(b)(ii), Section 7.6(g), Section 9.4(c), Section 9.4(d) and Section 10.3, provided, further, that for those Vested Company Options held by each holder Key Employees, the terms applicable to the payment of the after-Tax Vested Company Options Option Consideration shall be aggregated and (y) provided under the amount of cash to be paid to each Holdback Agreement with such holder of Vested Company Options shall be rounded down to the nearest whole centKey Employee.