Common use of Vested Company Options Clause in Contracts

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, subject to compliance by each Company Optionholder with Section 3.2(d), all payments of (i) Vested Company Optionholder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder no later than the next applicable payroll payment date of the Company following the later of the Effective Time and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in no event sooner than five (5) Business Days after the Effective Time, (ii) any Vested Company Optionholder Additional Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Additional Consideration (if any) pursuant to Section 3.5(f)(iv)(C) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter, (iii) any Vested Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Holdback Remainder Consideration (if any) pursuant to Section 3.11(a)(iii) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter.

Vested Company Options. Each At the Closing, each then outstanding and unexercised Vested Company Option shall, by virtue of the Transactions and without any action on the part of any holder thereof, be terminated and the holder thereof shall be cancelled and terminated as of the Effective Timeentitled to receive, and converted into the right of the Vested with respect to each Company Optionholder thereof to receive the following Share subject thereto, consideration (collectively, the “Vested Company Option Consideration”): (Ameasured in US dollars) 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 Share Purchase Price over the Additional Consideration (if any) plus the Per Unit Portion of the Estimated Consideration over (y) the sum of the applicable per share exercise price per Class C Unit issuable under of such Vested Company Option plus as set forth in the amount, if any, of the excess described in clause (A)(1) of this Section 3.1(b)(i) Proceeds Allocation Schedule (the “Per Option Consideration”; the total amount owing to Optionholders as of the Closing under this Section 1.5(b), the “Total Optionholder Closing Amount”). The Per Option Consideration shall consist of (i) cash equal to 25% of the Per Option Consideration, and (ii) duly authorized and validly issued shares of Buyer Common Stock equal to 75% of the Per Option Consideration divided by the Average Trading Price. In the event that the exercise price per share of a Company Option is equal to or higher than the Per Share Purchase Price, then the Per Option Consideration shall be equal to zero. Notwithstanding the foregoing, in the event that the number of shares of Buyer Common Stock issuable to any holder of Company Option with respect to its entire grant of Company Options is equal to or less than fifty (50) (subject to adjustment for any recapitalization events), and to the extent approved in the 102 Tax Ruling, then the entire Per Option Consideration payable to such holder with respect to such Company Options shall be paid solely in cash. The shares of Buyer Common Stock referred to under clause (ii) above (A) shall be issued pursuant to a stock incentive plan of Buyer (or an appropriate annex to such stock incentive plan) that has been qualified under Section 102 of the Israeli Income Tax Ordinance, (B) will qualify under the capital gains route with respect to any such shares issued to holders of Vested Company Optionholder Additional Consideration”); and Options that were granted under the capital gains route of Section 102, consistent with the terms of the 102 Tax Ruling, (C) will be fully vested upon issuance and will not be subject to any exercise price or any restrictions or limitations on disposition other than pursuant to applicable Law, (D) will be registered within thirty (30) days following the Closing under an effective registration statement of Buyer on Form S-8, and (E) their issuance will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. For purposes of calculating the amount of the Estimated Closing Purchase Price due to each holder of Vested Company Options, each individual grant of Buyer Common Stock shall be calculated separately and aggregated, with any cash amount being rounded to the nearest cent and any amount of shares of Buyer Common Stock being rounded down to the nearest whole share. Any holder of Vested Company Options who would otherwise be entitled to receive a fraction of a share of Buyer Common Stock shall receive an amount in of cash equal to the product of obtained by multiplying (1A) such fraction by (B) the number of Units subject to such Vested Company Option multiplied by (2) the excessAverage Trading Price, 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 rounded 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, subject to compliance by each Company Optionholder with Section 3.2(d), all payments of (i) Vested Company Optionholder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder no later than the next applicable payroll payment date of the Company following the later of the Effective Time and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in no event sooner than five (5) Business Days after the Effective Time, (ii) any Vested Company Optionholder Additional Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Additional Consideration (if any) pursuant to Section 3.5(f)(iv)(C) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter, (iii) any Vested Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Holdback Remainder Consideration (if any) pursuant to Section 3.11(a)(iii) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafternearest whole cent.

Vested Company Options. Each Vested Pursuant to the terms and subject to the conditions set forth herein, at the Closing, each vested, unexpired and unexercised Company Option shall be cancelled held by Employees, consultants 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 any other Person immediately prior to the product of Closing (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 Optionincluding, 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 for the avoidance of doubt, no any Company Optionholder holding a Company Option that Options which vesting 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 accelerated by its terms as of the Estimated Consideration Closing) (“Vested Company Options”) shall be cancelled and, in exchange therefor, the holders of such Vested Company Options shall be entitled to receive (A) a payment in cash (without interest) for each share of Company Ordinary Share subject to the Vested Company Option equal to (i) the applicable Vested Company Option Closing Cash Value, such amount to be paid to Paying Agent out of the Closing Cash Payment (for further distribution to the holders of Vested Company Options or the 102 Trustee on their behalf), and (B) the right to receive such Optionholder’s Pro Rata Share of any payment cash disbursements that may become payable, with respect to such Vested Company Option before Options, from the Escrow Amount and the Shareholders’ Representative Expense Amount, in accordance with the terms of this Agreement and the Escrow Agreement and the Paying Agent Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.7. The amount of cash that each holder of Vested Company Options is entitled to receive for such Vested Company Options will be subject to any applicable payroll, income Tax or after other withholding Taxes and the Effective Time and all such provisions of the Employee Tax Ruling and/or the interim Employee Tax Ruling if obtained. Each holder of Vested Company Options shall cease to have any rights with respect thereto, except the right to receive the consideration payable with respect thereto pursuant to this Section 2.2(a) and any other rights that may be cancelled granted to such holder of Vested Company Options under this Agreement. As a condition for no consideration at the Effective Time. Except as otherwise agreed payment each Vested Company Options holder shall execute and deliver to in writing by Buyer and a Company Optionholder with respect to any of such Company Optionholder’s Vested Company Options, subject to compliance by each Company Optionholder with Section 3.2(d), all payments of (i) Vested Company Optionholder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder no later than the next applicable payroll payment date of the Company following the later of the Effective Time and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in no event sooner than five (5) Business Days after the Effective Time, (ii) any Vested Company Optionholder Additional Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Additional Consideration (if any) pursuant to Section 3.5(f)(iv)(C) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter, (iii) any Vested Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Holdback Remainder Consideration (if any) pursuant to Section 3.11(a)(iii) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafterOptionee Undertaking.

Vested Company Options. Each The Company shall take all actions necessary or appropriate to provide that immediately prior to the Effective Time, and conditioned on the consummation of the Merger, each Vested Company Option shall be cancelled and terminated as of the Effective Time, and converted into the right of the each Vested Company Optionholder thereof shall be entitled to receive the following (collectivelyfollowing: A. for each share of Company Common Stock issuable upon the exercise of each Vested Nonstatutory Option held by such Vested Optionholder, a number of Parent Shares, subject to the “Vested Company Option Consideration”): (A) an amount in cash withholding provisions contained herein, equal to the product of (1) the excess (if any) difference of (x) the Final Per Unit Portion of the Estimated Consideration over Share Consideration, minus (y) the applicable exercise price per Class C Unit for each share of Company Common Stock issuable under upon the exercise of the Vested Nonstatutory Option(s) (provided, that if such Vested Company Optionexercise price is greater than the Final Per Share Consideration, multiplied such amount shall be zero dollars ($0)) divided by (2) the Trading Price; B. for each share of Company Common Stock issuable upon the exercise of each Vested Incentive Option held by a Management Personnel, a number of Class C Units Parent Restricted Shares, subject to such Vested Company Option (the “Vested Company Optionholder Closing Consideration”); (B) an amount in cash withholding provisions contained herein, equal to the product of (1) the number difference of Class C Units subject to (x) the Final Per Share Consideration, minus (y) the exercise price for each share of Company Common Stock issuable upon the exercise of the Vested Incentive Option(s) (provided, that if such Vested Company Option multiplied exercise price is greater than the Final Per Share Consideration, such amount shall be zero dollars ($0)) divided 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”)Trading Price; and C. for each share of Company Common Stock issuable upon the exercise of each Vested Incentive Option held by an Employee (C) who is not a Management Personnel), subject to the withholding provisions contained herein, an amount payable in cash equal to the product of (1) the number of Units subject to such Vested Company Option multiplied by Final Per Share Consideration, minus (2) the excess, if any, exercise price for each share of (x) Company Common Stock issuable upon the sum exercise of the Per Unit Portion of Holdback Remainder Consideration Vested Incentive Option(s) (provided, that 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 such 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 Final Per Unit Portion Share Consideration, such amount shall be zero dollars ($0)). Irrespective of the Estimated Consideration immediately preceding clauses A and B, the applicable consideration set forth in this Section 1.6(c)(i) shall be entitled payable in cash in lieu of Parent Shares if the applicable Vested Optionholder is not Management Personnel and not an “accredited investor,” as defined in Rule 501 under the Securities Act, as represented to any payment with respect to Parent by such Vested Company Optionholder in the applicable Option before Termination Agreement. Such payments to a Vested Optionholder by the Parent, Stockholder Representative or after the Effective Time and all such Company Options Escrow Agent shall be cancelled for no consideration at reduced by any income or employment Tax withholding required under the Effective Time. Except as otherwise agreed to in writing by Buyer and a Company Optionholder with respect to Code or any provision of such Company Optionholder’s Vested Company Optionsstate, local or foreign Tax Law but shall not be subject to compliance by each Company Optionholder with Section 3.2(d)the escrow provisions contained herein. To the extent that amounts are so withheld, all payments of (i) Vested Company Optionholder Closing Consideration such withheld amounts shall be made (without interest and subject treated for all purposes of this Agreement as having been paid to the applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder no later than the next applicable payroll payment date of the Company following the later of the Effective Time and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in no event sooner than five (5) Business Days after the Effective Time, (ii) any Vested Company Optionholder Additional Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Additional Consideration (if any) pursuant to Section 3.5(f)(iv)(C) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter, (iii) any Vested Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Holdback Remainder Consideration (if any) pursuant to Section 3.11(a)(iii) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafterOptionholder.

Vested Company Options. Each Subject to the terms and conditions of this Agreement, at the First Effective Time, each Vested Company Option that is issued, outstanding, vested and exercisable immediately prior to the First Effective Time shall be cancelled terminated and terminated as of the Effective Time, and automatically converted into the right to receive, with respect to each share of the Company Common Stock subject to such Vested Company Optionholder thereof Option, subject to receive the following (collectivelyand in accordance with Section 1.1(c), the “Vested Company Option Consideration”): (A) an amount in of cash (without interest) equal to the product of (1) Per Share Closing Cash Amount less 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 share attributable to 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 of shares of Acquiror Common Stock equal to the product of (1) the number of Class C Units subject to such Vested Company Option multiplied by (2) the excessPer Share Closing Share Amount, 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 of cash (without interest), upon distribution of the Top-Up Cash Consideration and subject to Section 1.9(b) and Article VIII, equal to the product of Per Share Top-Up Cash Amount (1) the number of Units subject to adjustment as provided in Section 1.9(b)), (D) an amount of shares of Acquiror Common Stock, upon release of the Escrow Shares and subject to Article VIII and the Escrow Agreement, equal to the Per Share Escrow Share Amount, and (E) an amount of shares of Acquiror Common Stock, upon distribution of the Total Top-Up Shares and subject to Section 1.9(b), equal to the Per Share Top-Up Share Amount (subject to adjustment as provided in Section 1.9(b)); provided, however, that the Surviving Entity and Acquiror shall be entitled to deduct and withhold from such payment made to the holder of a Vested Company Option multiplied by (2) the excess, if any, amount of (x) the sum withholding for Taxes required to be deducted and withheld as a result of the Per Unit Portion transactions contemplated by this Section 1.9(a)(iii); provided, further, that at the election of Holdback Remainder Consideration (if any) plus such Company Optionholder, any withholding for Taxes applicable to 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 shares described in clause (A)(1D) shall be satisfied by withholding shares of this Section 3.1(b)(i) plus Acquiror Common Stock that would otherwise be released to the amount, if any, Company Optionholder with a value equal to the amount of such withholding Taxes. The number of shares of Acquiror Common Stock each Company Optionholder is entitled to receive for the excess described in clause (B)(2) shares of this Section 3.1(b)(i) (the “Company Common Stock subject to Vested Company Optionholder Holdback Remainder Consideration”). For the avoidance of doubt, no Options held by such Company Optionholder holding a Company Option that is outstanding immediately prior shall be rounded down to the Effective Time nearest whole share and has an exercise price per Unit computed after aggregating all shares of Company Common Stock that is equal are subject to or greater than the Per Unit Portion of the Estimated Consideration shall be entitled to any payment with respect to such a particular Vested Company Option before or after the Effective Time and all held by such Company Options shall be cancelled for no consideration at the Effective TimeStockholder. Except as otherwise agreed to in writing by Buyer and a Company Optionholder with respect to any The amount of such Company Optionholder’s Vested Company Options, subject to compliance by cash each Company Optionholder with Section 3.2(d), all payments is entitled to receive for the shares of (i) Company Common Stock subject to Vested Company Optionholder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) Options held by or on behalf of the Surviving Company to such Company Optionholder no later than shall be rounded to the next applicable payroll payment date nearest cent and computed after aggregating cash amounts for all shares of Company Common Stock represented by a particular Vested Company Option held by such Company Stockholder. All Vested Company Options shall, by virtue of the Company following First Merger and without the later need for any further action on the part of the Effective Time holder thereof, be cancelled and extinguished at the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in no event sooner than five (5) Business Days after the First Effective Time, (ii) any Vested Company Optionholder Additional Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Additional Consideration (if any) pursuant to Section 3.5(f)(iv)(C) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter, (iii) any Vested Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Company to such Company Optionholder as soon as reasonably practicable after the later of the date the Surviving Company receives such Vested Company Optionholder Holdback Remainder Consideration (if any) pursuant to Section 3.11(a)(iii) and the date that such Company Optionholder delivers a duly completed and executed Company Optionholder Participation Agreement, but in any event within ten (10) Business Days thereafter.