Common use of Vested Company Options Clause in Contracts

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 consideration payable to each Company Vested Optionholder in respect of all of such holder’s Vested Company Options pursuant to this Section 1.7(b)(i), (1) the consideration payable in respect of all Vested Company Options held by such Company Vested Optionholder shall be aggregated and (2) the amount of cash to be paid to each such Company Vested 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 or the Company in connection with the Mergers 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 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 Per Share Unaccredited Cash Amount consideration payable for each share of Company Common Stock issuable upon the exercise in full of such Vested Company Optionpursuant to Section 1.7(a), minus (2) an amount in cash equal to the per share exercise price of such Vested Company Option, minus multiplied by (3) the Per Share Escrow Amounttotal number of shares of Company Common Stock subject to such Vested Company Option immediately prior to its cancellation (such payment to be net of withholdings, minus (4) the Per Share Expense Fund Amountif any, and without interest), (B) any cash disbursements of Escrow Cash required to be made from the Escrow Fund Funds 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 interest, in each case in accordance with Section 7.4,(C1.10(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 to the former holder thereof (based on such holder’s Excess Pro Rata Share of the Post-Closing Excess Amountreleased 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 Excess Pro Rata Share of the released amount), without interest, in accordance with Section 7.6(c7.2(c), (E) the Per Share First Anniversary Payment Amount and (F) the Per Share Second Anniversary Payment Amount. 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 ’s, the Surviving EntityCorporation’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, 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 applicableExchange Documents. For purposes of calculating the aggregate amount of consideration payable to each Company Vested Optionholder in respect of all of such holder’s each Vested Company Options Option pursuant to this Section 1.7(b)(i), (1) all shares of Company Common Stock issuable upon the consideration payable exercise in respect full of all the Vested Company Options held by such each Company Vested Optionholder shall be aggregated and (2) the amount of cash to be paid to each such Company Vested 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 or a. On the Company in connection with terms and subject to the Mergers or conditions of this Agreement, at the other transactions contemplated hereby. Each Closing, each Vested Company Option outstanding as of immediately prior to that is In the Effective Time Money shall be cancelled cancelled, and converted automatically into represent the right to receive with respect receive, subject to each share of Company Common Stock subject theretoSection 1.1(f), (A) an amount in cash, without interest, equal with respect to (1) the Per each Company Ordinary 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 excess of the Ordinary Shares Per Share Payment Amount over the per share exercise price of such Vested Company Option (the "Vested Option Payments"). The amount of cash each holder of an In the Money Vested Company Option is entitled to receive for such In the Money Vested Company Option shall, as a condition of payment, be subject to the execution and delivery of an Option Cancellation Agreement by such holder, shall be rounded to the nearest cent and computed after aggregating cash amounts for all In the Money Vested Company Options held by or on behalf of such holder, and is subject to the withholding of such holder of an In the Money Vested Company Option, minus (3) ’s portion of the Per Share Adjustment Escrow Amount, minus (4the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such In the Money Vested Company Option pursuant to Section 1.3(a) and Section 1.3(b). In addition, and with respect to each holder of an In the Per Share Expense Fund AmountMoney Vested Company Option, (B) severally and not jointly, Acquirer and any disbursements other Payor may deduct from such Company Optionholder’s Vested Option Payment any withholding amounts for Taxes as further described in this ARTICLE 1; provided, however, that the after-tax cash proceeds payable to any holder of Escrow Cash required to Vested Company Options with an outstanding Company Loan Amount shall first be made from the Escrow Fund automatically withheld and applied as repayment with respect to such Company Loan Amount. b. At the Closing, each outstanding Vested Company Option that is not In the Money shall, without any further action on the part of any holder thereof, expire and be cancelled and extinguished without any present or future right to receive any consideration therefor. c. Notwithstanding anything to the former holder thereof (based on such holder’s Pro Rata Share of contrary in this Agreement, any payment for In 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 Money Vested Company Options that are Employee 102 Company Options shall be made deposited with the 102 Trustee to the holders of Employee Options through Parent’s or the Surviving Entity’s payroll processing system be held and released in accordance with standard payroll practices net the provisions of applicable Section 102 of the Ordinance, the Option Tax withholding and deductionsRuling, and such payment in respect of the Interim Options Ruling or any Vested Company Options other approval that are Non-Employee Options, shall may be paid to issued by 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 consideration payable to each Company Vested Optionholder in respect of all of such holder’s Vested Company Options pursuant to this Section 1.7(b)(i), (1) the consideration payable in respect of all Vested Company Options held by such Company Vested Optionholder shall be aggregated and (2) the amount of cash to be paid to each such Company Vested Optionholder after such aggregation shall be rounded down to the nearest whole centITA.

Vested Company Options. No Vested Company Options shall be assumed or continued by Parent or Immediately prior to but contingent upon the Company in connection with the Mergers or the other transactions contemplated hereby. Each Vested Closing, each Company Option outstanding as of that is unexpired, unexercised and vested immediately prior to the Effective Time Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall be cancelled and converted automatically into have the right to receive receive, with respect to each share of Company Common Stock subject theretosuch Vested Options, (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 holderOptionholder’s Pro Rata Share of the released amountClosing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), without interest in accordance with Section 7.4,(Cand (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) that may become payable, with respect to such Vested Company Option Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to the former holder thereof (based on receive such holderOptionholder’s Pro Rata Share of the Post-Closing Excess Amount)any positive Adjustment Amount that may become payable, without interestwith respect to such Vested Options, in accordance with pursuant to Section 1.15(e)2.8, and (D) any cash disbursements required the right to be made from the Expense Fund Account with respect to receive such Vested Company Option to the former holder thereof (based on such holderOptionholder’s Pro Rata Share of the released amount), without interest, any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 7.6(c)2.9. Such payment in respect The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any Vested Company Options that are Employee Options applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be made to calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the holders of Employee Options through Parent’s Company 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 consideration payable to each Company Vested Optionholder in respect of all of such holder’s Vested Company Options pursuant to this Section 1.7(b)(i), (1) the consideration payable in respect of all Vested Company Unvested Options held by such Company Vested Optionholder shall be aggregated and (2) the amount of cash to be paid to each such Company Vested Optionholder after such aggregation shall be rounded down to the nearest whole centOptionholder).