Common use of Company Options Clause in Contracts

Company Options. At the Effective Time, each Company Option award, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Shares and shall be converted into an option to purchase a number of shares of Parent Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject to such Company Option award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Parent Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. At Each Company Option that is outstanding immediately prior to the Effective Time, each Company Option award, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Shares Time shall be assumed by BAC and shall automatically be converted into an option to purchase a number of shares of Parent New BAC Common Stock (each, a “Parent Rollover Option”) equal to the product (rounded down to the nearest neared whole number) of (ix) the total number of Shares shares of Company Common Stock subject to such Company Option award that is outstanding as of immediately prior to the Effective Time multiplied by (iiy) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (iA) the exercise price per share of the Shares subject to such Company Option that is outstanding as of immediately prior to the Effective Time divided by (iiB) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent New BAC Common Stock purchasable pursuant to the Parent Rollover Options shall be determined in a manner consistent with the requirements of Section 409A of the CodeCode as applicable to such Rollover Option; provided, further, that that, in the case of any Company Rollover Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent New BAC Common Stock purchasable pursuant to such Parent Option option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereofabove, following the Effective Time, each Parent Rollover Option shall continue to be governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the parties hereto and their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection. Effective as of the Effective Time, all Company Options shall no longer be outstanding and each holder of Company Options shall cease to have any rights with respect to such Company Options except as set forth in this Section 3.01(c)(i). Notwithstanding the foregoing, for the avoidance of doubt, the shares of New BAC Common Stock underlying the Rollover Options that are converted from Company In-The-Money Options shall be included in, and shall not be in addition to, the total number of shares of New BAC Common Stock constituting the Transaction Consideration.

Company Options. At the Effective Time, each Company Option awardthat is outstanding and unexercised as of immediately prior to the Effective Time, whether then vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Shares and shall be assumed by Acquiror and converted into an option to purchase a number of shares of Parent Acquiror Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole numbershare) of (such option, an “Exchanged Option”) equal to (i) the total number of Shares shares of Company Common Stock subject to such Company Option award immediately prior to the Effective Time Time, multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (iA) the exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time Time, divided by (iiB) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Acquiror Common Stock purchasable pursuant to the Parent Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Acquiror Common Stock purchasable pursuant to such Parent Exchanged Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the CodeCode (including that share amounts will be rounded down to the nearest whole share and exercise prices will be rounded up to the nearest whole cent). Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereofabove, following the Effective Time, each Parent Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. At (i) Outstanding Options That Are Not Assumed by Parent. Parent shall not assume any, or portion of any, Company Option that (A) is held by a person who is not an employee or service provider of Parent or a Subsidiary of Parent immediately after the Effective Time, each as reasonably determined by Parent in its sole discretion, (B) is outstanding and vested and exercisable (after taking into account the effect of the accelerated vesting contained in this Section 7.11(a)(i) or any contract or arrangement providing for the accelerated vesting of outstanding options) immediately prior to the Effective Time, unless such Company Option awardhas an exercise price, whether immediately prior to the Effective Time, that is equal to or greater than the Merger Consideration, (C) is subject to the Legal Requirements of a non-U.S. jurisdiction and/or held by an employee of the Company or any of its Subsidiaries located in a non-U.S. jurisdiction and which Parent determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (1) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (2) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that are not assumed by Parent under this subsection (C) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time, or unvested(D) is held by a non-employee member of the Company Board; provided, shallhowever, automatically that any such Company Options that are not assumed by Parent under this subsection (D) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Appointment Time, in the event that any such non-employee member of the Company Board shall leave the Company Board at the Appointment Time, and extend the post-termination exercise period for such Company Options until the earlier of the latest possible date permitted under Section 409A of the Code and the regulations (including proposed regulations) promulgated thereunder and the date that includes the Effective Time but in no event beyond the expiration date of the Company Option, or immediately prior to the Effective Time, in the event that any such non-employee member of the Company Board shall remain on the Company Board following the Appointment Time (each, such Company Option or portion thereof, a "Cancelled Company Option"). Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any required action on the part of Parent, Merger Sub, the holder thereofCompany or the holders of Cancelled Company Options, cease to represent an option to purchase Shares and each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an option amount in cash equal to purchase a the product obtained by multiplying (x) the aggregate number of shares of Parent Company Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) that were issuable upon exercise of (i) the total number of Shares subject to such Company Option award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Shares subject to such Cancelled Company Option immediately prior to the Effective Time divided by and (iiy) the Equity Award Exchange Ratio; provided, however, that Merger Consideration less the per share exercise price of such Cancelled Company Option (the "Option Consideration") (it being understood and the number of shares of Parent Common Stock purchasable pursuant agreed that such exercise price shall not actually be paid to the Company by the holder of a Cancelled Company Option). Parent shall, or shall cause the Company to, pay to holders of Cancelled Company Options the Option Consideration less applicable Taxes required to be withheld with respect to such payments. To the extent that such amounts are so deducted or withheld, such amounts shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and treated for any terms rendered inoperative by reason of the transactions contemplated by all purposes under this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental as having been paid to the holder thereof, following the Effective Time, each Parent Option shall continue Person to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Timewhom such amounts would otherwise have been paid.

Company Options. At the Effective Time, all Company Options outstanding under each Company Stock Option Plan shall not be assumed by Parent, and shall have their vesting accelerated by the Company. At the Effective Time, each Company Option awardheld by any person that is unexpired, whether vested or unvested, shall, automatically unexercised and without any required action on the part of the holder thereof, cease to represent an option to purchase Shares and shall be converted into an option to purchase a number of shares of Parent Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject to such Company Option award outstanding immediately prior to the Effective Time multiplied by (ii) shall, on the Equity Award Exchange Ratioterms and subject to the conditions set forth in this Agreement, terminate in its entirety at the Effective Time, and the holder of each Company Option shall be entitled to receive therefor an exercise price per share amount of cash (rounded up down to the nearest whole cent) equal to the product of (i) the number of shares of Company Common Stock as to which such Company Option was vested and exercisable immediately prior to the Effective Time (giving effect to any acceleration of vesting resulting from the Merger), and (ii) the Per Share Amount minus the per share exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio"Option Cash-Out Amount"); provided, however, that if the Per Share Amount does not exceed the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Parent Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time, the Option Cash-Out Amount for such Option shall be zero; provided further, that nothing in this Section 1.6(d) shall prohibit the holder of an Option from exercising such Option prior to the Effective Time in accordance with its terms. Prior to the Effective Time, the Company shall timely deliver any notices to holders of Company Options as may be required by the terms of the Stock Option Plans. Any materials to be submitted to the holders of such Options shall be subject to review and approval by Parent.

Company Options. At (A) Effective as of the Effective Time, each Company Option award(or portion thereof), whether vested or unvested, shall, automatically that is held by a Continuing Employee and without any required action on the part is outstanding and unexercised as of the holder thereof, cease to represent an option to purchase Shares and shall be converted into an option to purchase a number of shares of Parent Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject to such Company Option award immediately prior to the Effective Time multiplied shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each Company Option so assumed by Parent pursuant to this Section 1.6(c)(i)(A) shall continue to have, and be subject to, the same terms and conditions (iiincluding vesting terms) set forth in the Equity Award Exchange RatioPlan and the option agreements relating thereto, at an exercise price per share (rounded up as in effect immediately prior to the nearest Effective Time, except that (x) such assumed Company Option shall be exercisable for that number of whole cent) shares of Parent Common Stock equal to (i) the exercise price per share product of the Shares subject to number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time divided multiplied by (ii) the Equity Award Exchange Ratio; provided, however, that rounded down to the exercise price and the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such assumed Company Option was exercisable immediately prior to the Closing Date by the Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding anything herein to the contrary, the exercise price of the option, the number of shares purchasable pursuant to such option and the Parent Options terms and conditions of exercise of such option shall in all events be determined in a manner consistent order to comply with the requirements of Section 409A of the Code; provided, further, that and in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code appliesCode, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) 424 of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. At the Effective Time, each then-outstanding Company Option awardOption, whether vested or unvestedunvested or exercisable or unexercisable, granted under the Company Equity Plans, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Shares and shall be converted into an option to purchase a number of shares of Parent Class A Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (ix) the total number of Shares subject to underlying such Company Option award immediately prior to the Effective Time multiplied by and (iiy) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (iA) the exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time divided by (iiB) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Class A Common Stock purchasable pursuant to the Parent Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Class A Common Stock purchasable pursuant to such Parent Option option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereofabove, following the Effective Time, each Parent Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding such Company Option immediately prior to the Effective Time.

Company Options. At the Effective Time, by virtue of the Merger and without any further action on the part of any Party, the Company Share Plans shall be assumed by the SPAC. At the Effective Time, each Company Option awardOption, whether vested or unvested, shall, automatically by virtue of the Merger and without any required further action on the part of any Party or the holder thereof, cease to represent be assumed by SPAC and become, as of the Effective Time, an option to purchase Shares and shall be converted into (an option to purchase a number of shares of Parent Common Stock (a “Parent Assumed Option”) equal to purchase, on the product same terms and conditions (rounded down including applicable vesting, exercise and expiration provisions) as applied to the nearest whole number) of (i) the total number of Shares subject to each such Company Option award immediately prior to the Effective Time multiplied by Time, shares of SPAC Class A Common Stock, except that (iiA) the Equity Award Exchange Ratio, at an exercise price per share number of shares of SPAC Class A Common Stock subject to such Assumed Option shall equal the product of (rounded up to the nearest whole cent) equal to (ix) the exercise price per share number of the Company Common Shares that were subject to such Company Option immediately prior to the Effective Time divided Time, multiplied by (iiy) the Equity Award Exchange Ratio; provided, howeverrounded down to the nearest whole share, that and (B) the per-share exercise price shall equal the quotient of (1) the exercise price and the number of shares of Parent per Company Common Stock purchasable pursuant to the Parent Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Share at which such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option was exercisable immediately prior to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent; provided that each Company Option (A) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (B) shall be adjusted in a manner that complies with Section 409A of the Code.

Company Options. At the Effective Time, each by virtue of the Company Option award, whether vested or unvested, shall, automatically Merger and without any required action on the part of any Party, all the Company Options that are issued and outstanding immediately prior to the Effective Time shall automatically, at the Effective Time, without any action on the part of the holder thereof, cease to represent an option to purchase Shares and shall be converted into an option to purchase acquire a number of shares of Parent Buyer Class A Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.1(c)(iii) (each such converted option, a “Parent Rollover Option”) equal ). Each Rollover Option shall be subject to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject same terms and conditions as were applicable to such corresponding Company Option award as of immediately prior to the Effective Time multiplied (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the transactions contemplated by this Agreement. Accordingly, effective as of the Effective Time: (A) each such Rollover Option shall be exercisable solely for shares of Buyer Class A Common Stock; (B) the number of shares of Buyer Class A Common Stock subject to each Rollover Option shall be determined by multiplying (1) the number of New Common Units subject to the corresponding Company Option as of immediately prior to the Effective Time (and following the recapitalization of the Company pursuant to the Company A&R LLCA) by (ii2) the Equity Award Exchange Ratio, at an and then rounding the resulting number down to the nearest whole number of shares of Buyer Class A Common Stock; and (C) the per share exercise price for the Buyer Class A Common Stock issuable upon exercise of such Rollover Option shall be determined by dividing (1) the per share unit exercise price of the Company Option as in effect as of immediately prior to the Effective Time, by (rounded 2) the Exchange Ratio, and then rounding the resulting exercise price up to the nearest whole cent. Notwithstanding the foregoing, the conversions described in this Section 3.1(c)(iii) equal to (i) the exercise price per share of the Shares will be subject to such Company Option immediately prior modifications, if any, as are required to cause the Effective Time divided by (ii) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant conversions to the Parent Options shall be determined made in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. At (i) Outstanding Options That Are Not Assumed by Parent. Parent shall not assume any, or portion of any, Company Option that (A) is held by a person who is not an employee or service provider of Parent or a Subsidiary of Parent immediately after the Effective Time, each as reasonably determined by Parent in its sole discretion, (B) is outstanding and vested and exercisable (after taking into account the effect of the accelerated vesting contained in this Section 7.11(a)(i) or any contract or arrangement providing for the accelerated vesting of outstanding options) immediately prior to the Effective Time, unless such Company Option awardhas an exercise price, whether immediately prior to the Effective Time, that is equal to or greater than the Merger Consideration, (C) is subject to the Legal Requirements of a non-U.S. jurisdiction and/or held by an employee of the Company or any of its Subsidiaries located in a non-U.S. jurisdiction and which Parent determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (1) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (2) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that are not assumed by Parent under this subsection (C) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time, or unvested(D) is held by a non-employee member of the Company Board; provided, shallhowever, automatically that any such Company Options that are not assumed by Parent under this subsection (D) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Appointment Time, in the event that any such non-employee member of the Company Board shall leave the Company Board at the Appointment Time, and extend the post-termination exercise period for such Company Options until the earlier of the latest possible date permitted under Section 409A of the Code and the regulations (including proposed regulations) promulgated thereunder and the date that includes the Effective Time but in no event beyond the expiration date of the Company Option, or immediately prior to the Effective Time, in the event that any such non-employee member of the Company Board shall remain on the Company Board following the Appointment Time (each, such Company Option or portion thereof, a “Cancelled Company Option”). Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any required action on the part of Parent, Merger Sub, the holder thereofCompany or the holders of Cancelled Company Options, cease to represent an option to purchase Shares and each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an option amount in cash equal to purchase a the product obtained by multiplying (x) the aggregate number of shares of Parent Company Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) that were issuable upon exercise of (i) the total number of Shares subject to such Company Option award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Shares subject to such Cancelled Company Option immediately prior to the Effective Time divided by and (iiy) the Equity Award Exchange Ratio; provided, however, that Merger Consideration less the per share exercise price of such Cancelled Company Option (the “Option Consideration”) (it being understood and the number of shares of Parent Common Stock purchasable pursuant agreed that such exercise price shall not actually be paid to the Company by the holder of a Cancelled Company Option). Parent shall, or shall cause the Company to, pay to holders of Cancelled Company Options the Option Consideration less applicable Taxes required to be withheld with respect to such payments. To the extent that such amounts are so deducted or withheld, such amounts shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and treated for any terms rendered inoperative by reason of the transactions contemplated by all purposes under this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental as having been paid to the holder thereof, following the Effective Time, each Parent Option shall continue Person to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Timewhom such amounts would otherwise have been paid.

Company Options. At the Effective Time, each Company Option award, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an outstanding option to purchase Shares shares of Company Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time (a “Company Option”) shall be assumed by Parent and converted into an option to purchase a number of shares of Parent Common Stock (a such option, an “Parent Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (ix) the total number of Shares shares of Company Common Stock subject to such Company Option award immediately prior to the Effective Time multiplied by and (iiy) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (iA) the exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time divided by (iiB) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Parent Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the CodeCode and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereofabove, following the Effective Time, each Parent Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time, subject to the adjustments required by this Section 1.10(a) after giving effect to the Merger. At the Effective Time, each Company restricted stock award (a “Company Restricted Stock Award”), whether vested or unvested, shall be assumed by Parent and shall be converted into a restricted stock award with respect to a number of shares of Parent Common Stock (such restricted stock award, an “Exchanged RSA”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Stock Award immediately prior to the Effective Time. Parent shall assume the Company Stock Plan (the “Assumed Plan”) such that the Exchanged Options and Exchanged RSAs will be issued under the Assumed Plan, and stock options and other equity-based awards may be issued with respect to the shares available for grant thereunder as of immediately prior to the Effective Time (subject to appropriate adjustment pursuant to the Company Stock Plan and all equity-based awards granted thereunder) in respect of Parent Common Stock under such Company Stock Plan, and Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options and the issuance of stock options and other equity-based awards from the shares available for grant as of immediately prior to the Effective Time under the Company Stock Plan assumed in accordance with this Section 1.10(a). At or prior to the Effective Time, the Parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the assumption of the Company Stock Plan and the treatment of the Company Options and Company Restricted Stock Awards pursuant to this subsection, and to cause any disposition or acquisition of equity securities of Parent pursuant to this Section 1.10(a) by each individual who is a director or officer of Parent or who will become a director or officer of Parent at the Effective Time to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent shall file an appropriate registration statement or registration statements with respect to the shares of Parent Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Company immediately prior to the Effective Time) as soon as permitted by Legal Requirements following the Effective Time and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.

Company Options. (i) At the Effective Time, each Company Option award, whether vested (or unvested, shall, automatically portion thereof) that is outstanding and without any required action on unvested as of immediately prior to the part Effective Time (and does not vest as a result of the holder consummation of the transactions contemplated hereby) and each Rolled Vested Option (or portion thereof, cease to represent an option to purchase Shares and ) shall be converted into assumed by Parent (each, an option “Assumed Option”). Each such Assumed Option shall be subject to purchase a substantially the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time, including (if applicable) the vesting schedule applicable thereto, except that (A) the number of Parent Ordinary Shares subject to each Assumed Option shall be equal to the product of (x) the number of shares of Parent Company Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject to underlying such Company Option award as of immediately prior to the Effective Time multiplied by (iiy) the Equity Award Exchange Ratio, at an Ratio (with the resulting number rounded down to the nearest whole share) and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Shares subject to such Company ). Each Assumed Option immediately that qualified as an incentive stock option prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant shall continue to the Parent Options shall be determined qualify as an incentive stock option as defined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, following the exercise price and Effective Time to the number extent permitted under Section 422 of shares the Code. The assumption of Parent Common Stock purchasable Assumed Options pursuant to such Parent Option this Section shall be determined effected in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy a manner that satisfies the requirements of Section Sections 409A and 424(a) of the Code. Except as specifically provided above Code and for any terms rendered inoperative by reason of the transactions contemplated by Treasury Regulations promulgated thereunder, and this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to Section 6.11(b)(ii) will be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Timeconstrued consistent with this intent.

Company Options. At the Effective Time, each Company Option award, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an outstanding option to purchase Shares shares of Company Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time (a “Company Option”) shall be assumed by Parent and converted into an option to purchase a number of shares of Parent Common Stock (a such option, an “Parent Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (ix) the total number of Shares shares of Company Common Stock subject to such Company Option award immediately prior to the Effective Time multiplied by and (iiy) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (iA) the exercise price per share of the Shares subject to such Company Option immediately prior to the Effective Time divided by (iiB) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Parent Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such Parent Option option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the CodeCode and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereofabove, following the Effective Time, each Parent Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time (without duplication of any right to accelerated vesting that may have been triggered in connection with the transactions contemplated hereby), and subject to the adjustments required by this Section 1.10(a) after giving effect to the Merger). At the Effective Time, each Company restricted stock award (a “Company Restricted Stock Award”), whether vested or unvested, shall be assumed by Parent and shall be converted into a restricted stock award with respect to a number of shares of Parent Common Stock (such restricted stock award, an “Exchanged RSA”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Stock Award immediately prior to the Effective Time. Parent shall assume the Company Stock Plan (the “Assumed Plan”) such that the Exchanged Options and Exchanged RSAs will be issued under the Assumed Plan, and stock options and other equity-based awards may be issued with respect to the shares available for grant thereunder as of immediately prior to the Effective Time (subject to appropriate adjustment pursuant to the Company Stock Plan and all equity-based awards granted thereunder) in respect of Parent Common Stock under such Company Stock Plan, and Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options and the issuance of stock options and other equity-based awards from the shares available for grant as of immediately prior to the Effective Time under the Company Stock Plan assumed in accordance with this Section 1.10(a). At or prior to the Effective Time, the Parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the assumption of the Company Stock Plan and the treatment of the Company Options and Company Restricted Stock Awards pursuant to this subsection, and to cause any disposition or acquisition of equity securities of Parent pursuant to this Section 1.10(a) by each individual who is a director or officer of Parent or who will become a director or officer of Parent at the Effective Time to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent shall file an appropriate registration statement or registration statements with respect to the shares of Parent Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Company immediately prior to the Effective Time) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.