Common use of Vested Company Options Clause in Contracts

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 Trustee until, and released by the 102 Trustee only following, the receipt of the Israeli 102 Tax Ruling from the Israel Tax Authority and in accordance with its terms.

Vested Company Options. (i) No outstanding Vested Company Options shall be assumed by Parent or 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 acting through the Company, the 102 Trustee Company 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 Per Option Consideration, less (which shall reflect deduction for the applicable per share exercise price of w) such Vested Company Option’s Pro Rata Share of the sum of (1) less the principal amount of the Founder Note plus (2) the Founder Retained Amount, (x) 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 (y) the amounts that Buyer is entitled to withhold to fund the Escrow Amount pursuant to Section 2.3(e2.4(b), and (z) the amounts that Buyer is entitled to withhold to fund the Representative Expense Fund pursuant to Section 2.4(c). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Vested Company Option. (ii) The Paying Agent Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, Parent shall deliver the Total Consideration payable in respect of: (Aof any Company 102 Shares, Company 3(i) any Options and Company 102 Options that are Vested Company Options; (B) Company 102 Shares, Options 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 Trustee until, and released by the 102 Trustee only following, the receipt of the Israeli 102 Tax Ruling from the Israel Tax Authority and in accordance with its terms.

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 Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement: (A) Buyer shall deliver to the Paying Agent, and the Paying Agent shall deliver the portion of the Total Consideration that is payable to the holder thereof at the Closing in respect of: (Aa) any Company 102 Options and Company 3(i) Options that are Vested Company Options; Options and (Bb) 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 Interim Options Tax Authority received either by the Company or Buyer); and (C) Vested Company Options held by Employees of such U.S. SubsidiaryRuling, 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 Taxesas applicable). 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 Interim Options Tax Authority received either by Ruling, as applicable); and (B) at the Closing, Buyer shall pay in immediately available U.S. Dollar funds to the account of the U.S. Subsidiary of the Company or Buyer). Notwithstanding anything its designated payroll processor in accordance with the U.S. Subsidiary’s payroll practices (subject to the contrary, Company notifying Buyer in writing details of the account of the U.S. Subsidiary or its designated payroll processor at least five Business Days prior to the Closing) the portion of the Total Consideration payable hereunder that is payable to the holder thereof at the Closing in respect of Company Vested Options held by Employees of such U.S. Subsidiary. (C) For purposes of calculating the amount of cash payable to each Vested Company 102 Options that are Optionholder in respect of such holder’s Vested Company Options pursuant to this Section ‎2.2(a), (i) all of the Vested Company Options held by each Vested Company Optionholder shall be aggregated and (ii) the amount of cash payable in respect of the each Vested Company 102 Shares Optionholder shall be held rounded to the nearest whole cent. No fraction of a share of Buyer Ordinary Share will be issued by the 102 Trustee until, and released by the 102 Trustee only following, the receipt virtue of the Israeli 102 Tax Ruling from Acquisition, but, in lieu thereof, each Vested Company Optionholder that would otherwise be entitled to a fraction of a share of Buyer Ordinary Share (after aggregating all fractional shares of Buyer Ordinary Share that otherwise would be received by such holder) shall receive an amount of cash (rounded to the Israel Tax Authority and in accordance nearest whole cent), without interest, less the amount of any withholding Taxes as contemplated by Section ‎2.5(d) that are required to be withheld with its termsrespect thereto, equal to the product obtained by multiplying (i) such fraction by (ii) the Buyer Stock Price.