Common use of Company Options Clause in Contracts

Company Options. (i) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding outstanding, and vested and unexercised immediately prior to the Effective Time, whether or not vested, Time (after giving effect to any acceleration provisions thereof) shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and multiplied by (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (ii) below, at At the Effective Time, (i) any vesting conditions applicable to each outstanding option award to purchase Shares (a “Company Option”) under the Stock Plans shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Company Option that is outstanding shall, automatically and unexercised without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Company Option to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of Shares subject to such Company Option immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment Time by (without interest) equal to the product of (iB) the excess, if any, of (A1) the Per Share Merger Consideration over (B2) the exercise price per Company Share for of such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”)Option, less applicable Taxes required to be withheld with respect to such payment. From and after For the Effective Timeavoidance of doubt, all any Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the which has an exercise price per Company Share for any Company Option that is greater than or equal to or greater than the Per Share Merger Consideration, such Company Option Consideration shall be canceled without cancelled at the Effective Time for no consideration, payment of considerationor right to consideration or payment.

Company Options. (i) Subject to clause (ii) below, at At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for subject to such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such paymentpayment (subject to Section 2.13 and Section 7.9). If the exercise price per Company Share subject to any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (ii) below, at At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or not vestedunvested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Ordinary Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “"Option Consideration”"), less applicable Taxes required to be withheld with respect to such paymentpayment pursuant to Section 2.6. From and after the Effective TimeDate, all Company Options shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Ordinary Share for any Company Option is equal to or greater than the Merger ConsiderationConsideration (an "Underwater Option"), such Company Underwater Option shall be canceled without payment of consideration.

Company Options. (i) Subject to clause (iiSection 2.7(c)(ii) below, at the Effective Time, by virtue of the Merger, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (iA) the excess, if any, of (A1) the Merger Consideration over (B2) the exercise price per Company Share for such Company Option and (iiB) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable withholding Taxes required pursuant to be withheld with respect to such paymentSection 2.8(f). From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration.

Company Options. Upon the terms and subject to the conditions set forth in this Agreement and without any action on the part of Parent, Acquisition Sub or any holder of a Company Option, (i) Subject to clause (ii) below, at the Effective Time, vesting of each Company Option that is remains outstanding and unexercised as of immediately prior to the Effective Time shall be accelerated in full immediately prior to the Effective Time, whether or not vested, (ii) each Company Option that remains outstanding as of immediately prior to the Effective Time shall be canceled in exchange for cancelled and terminated as of the Effective Time, and (iii) each holder of each such Company Option shall cease to have any rights with respect thereto, except the right to receive a lump sum be paid at or promptly after the Effective Time, subject to Section 2.08(e), an amount in cash payment (without interest) ), if any, equal to the product of obtained by multiplying (ix) the excessaggregate number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, if any, of by (Ay) the Merger Consideration over (B) less the per share exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required ) (it being understood and agreed that such exercise price shall not actually be paid to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each by the holder of a Company Options shall cease to have any rights with respect thereto or arising therefromOption). For the avoidance of doubt, except the right to receive the Option Consideration payable hereunder. If if the exercise price per Company Share for any payable upon exercise of a Company Option is equal to equals or greater than exceeds the Merger Consideration, such Company Option shall be canceled without payment of cancelled for no consideration.