Common use of Vested Company Options Clause in Contracts

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. Subject No Vested Company Options shall be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Option outstanding as of immediately prior to the terms and conditions of this Agreement, at the Effective Time, each Vested Company Option Time shall be cancelled and extinguished and shall, subject to Section 2.1(e), be automatically exchanged for convert into the right to receive with respect to each share of Company Common Stock subject thereto, at the Closing, (A) an amount in cash, without interest, equal to (1) the consideration payable for each share of Company Common Stock pursuant to Section 1.7(a), minus (2) an amount in cash equal to (A) (x) the Common Exchange Ratio per share exercise price of such Vested Company Option, multiplied by (y3) the total number of shares of Company Common Stock the holder of subject to such Vested Company Option would immediately prior to its cancellation (such payment to be entitled net of withholdings, if any, and without interest), (B) any cash disbursements required to receive be made from the Escrow Funds with respect to such Vested Company Option (based on such holder’s Excess Pro Rata Share of the released amount), without interest, in each case in accordance with Section 1.10(c) and/or Section 1.15(f) (and the terms of the Escrow Agreements), as applicable, (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 (based on such holder’s Excess Pro Rata Share of the released amount), without interest, in accordance with Section 1.15(e), (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 Excess Pro Rata Share of the released amount), without interest, in accordance with Section 7.2(c), (E) the Per Share First Anniversary Payment Company Options that are Employee Options shall be made to the holders of Employee Options through Parent’s, the Surviving Corporation’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 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 Exchange Documents. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.7(b)(i), (1) all shares of Company Common Stock issuable upon the exercise in full of such the Vested Company Option less Options held by each Company Vested Optionholder shall be aggregated and (B2) 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 be paid to each holder of such Company Vested Company Options Optionholder 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)cent.

Vested Company Options. Subject No Vested Company Options shall be assumed or continued by the Company in connection with the Acquisition or the other Transactions. As of immediately prior to the terms Closing, each Non-Continuing Employee Accelerated Company Option and conditions of this Agreement, at each Transition Employee DT Option shall become immediately vested and exercisable in full. At the Effective TimeClosing, each Vested Company Option that is then outstanding shall be cancelled and extinguished and shall, subject to Section 2.1(e), be converted automatically exchanged for into the right to receive receive, with respect to each share subject thereto, and subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a customary release of claims against the Company and Purchaser) in a form to be mutually agreed by the Company and Purchaser prior to the Closing Date (an “Option Cancellation Agreement”), an amount of cash in cash, without interest, equal to (A) (x) the Common Exchange Ratio multiplied by (y) excess, if any, of the number of shares of Per Ordinary Share Consideration for each Company Common Stock the holder of such Vested Company Option would be entitled to receive Ordinary Share issuable upon the exercise in full of such Vested Company Option less (B) Option, over the aggregate per share exercise price that would be payable in consideration of the exercise of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option ValueCash Out Amount”); provided, however, payable in accordance with Section 2.3(b). For purposes of calculating the aggregate amount of consideration payable by Buyer in respect of each Vested Company Option pursuant to this Section 2.1(c)(iii1.2(b)(i), (x) at all shares of Company Ordinary Shares issuable upon the Effective Time shall be less exercise in full of 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 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 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)cent.

Vested Company Options. Subject to (1) On the terms and subject to the conditions of this Agreement, at the Effective TimeClosing, each Vested Company Option that is In-the-Money shall be cancelled and extinguished and shall, subject to Section 2.1(e), be automatically exchanged cashed out in exchange for the right to receive an amount of cash equal in cash, without interest, with respect to (A) (x) the Common Exchange Ratio multiplied by (y) the number of shares each share of Company Common Capital Stock the holder of such Vested Company Option would be entitled to receive issuable 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”); providedthat is In-the-Money, 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 equal to the pro rata interest excess of the Per Share Consideration over the per share exercise price of such Vested Company Option holder in that is In-the-Money. The total amount payable to the Escrow Amount holders of Vested Company Options that are In-the-Money pursuant to this Section 2.1(e). 1.4(b)(i)(1) shall be referred to as the “Aggregate Vested Option Cash Consideration.” The amount of cash payable to each holder of an In-the-Money Vested Company Option is entitled to receive for such In-the-Money Vested Company Option shall be net of applicable Tax withholding and deductions and, as a condition of payment, be subject to the execution and delivery of an Optionholder Consent Agreement substantially in the form attached hereto as Exhibit J by such holder and as condition of payment of any amount owed to holders of Non-Employee Options, such holder of Non-Employee Options must first have delivered to Acquirer a properly completed Letter of Transmittal. The aggregate amount of cash each Company Optionholder holding Vested Company Options that are In-the-Money is entitled to receive for such Vested Company Options shall not accrue interest and shall be rounded up or down to the nearest whole cent and computed after aggregating cash amounts for all Vested Company Options held by such holder. Promptly after the Effective Time, Buyer shall mail Company Optionholder and then rounded down 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)nearest cent.