Company Stock Awards. “Company Stock Awards” shall mean all Company Options and RSUs.
Company Stock Awards. The Company shall take all requisite action so that:
Company Stock Awards. (a) At the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable (each, an “Assumed Option”), shall be assumed by Parent. In accordance with its terms and subject to the requirements of Section 422 of the Code, each Assumed Option shall (i) be converted into an option to acquire that number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Stock subject to such Company Option, and (y) the Option Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock, and (ii) have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of Company Common Stock subject to such Assumed Option, by (y) the Option Exchange Ratio (which price per share shall be rounded up to the nearest whole cent). Each Assumed Option shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Option immediately prior to the Effective Time. It is the intention of the parties that each Assumed Option that qualified as an incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time.
Company Stock Awards. Prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plan and award agreements pursuant to which Company Stock Awards are outstanding or otherwise) to (i) effectuate the provisions of Section 2.8, (ii) terminate the Company Equity Plan (except as otherwise agreed by Parent) effective as of and contingent upon the Effective Time and ensure that, from and after the Effective Time, holders of Company Stock Awards shall have no rights with respect thereto other than those specifically provided in this Agreement.
Company Stock Awards. (a) At or immediately prior to the Effective Time, each option (or portion thereof) to acquire Shares granted or issued pursuant to any Employee Plan that is outstanding immediately prior to the Effective Time (collectively, the “Company Stock Options”) shall be canceled and converted into the right to receive, at or promptly after the Effective Time, an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such canceled Company Stock Option by (ii) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time.
Company Stock Awards. The right to receive shares of the Company Common Stock pursuant to the exercise of each vested and unvested option for the Company Common Stock (each, an "Option") that is outstanding immediately prior to the Effective Time shall be canceled and exchanged for the right to receive an amount of cash equal to the product obtained by multiplying (x) the total number of shares of the Company Common Stock issuable upon the exercise of the unexercised portion of such Option by (y) the excess, if any, of the Per Share Amount over the exercise price per share of the Company Common Stock under such Option (with the aggregate amount of such payment rounded up to the nearest cent), less any required withholding taxes (in the aggregate, the "Option Consideration"). The right to receive cash pursuant to the exercise of each vested and unvested stock appreciation right (each, a "SAR") that is outstanding immediately prior to the Effective Time shall be canceled and exchanged for the right to receive an amount of cash equal to the product obtained by multiplying (x) the total number of shares of the Company Common Stock to which the unexercised portion of the SAR relates by (y) the excess, if any, of the Per Share Amount over the applicable per share base price of the SAR (with the aggregate amount of the payment for all such SAR stock units rounded up to the nearest cent), less any required withholding taxes (in the aggregate, the "SAR Consideration," and together with the Option Consideration, the "Award Consideration"). As of the Effective Time, all such Options and SARs (together, "Awards") shall no longer be outstanding and shall automatically be canceled and retired and shall expire and cease to exist and each holder of such Awards shall cease to have any rights with respect thereto, except the right to receive such holder's pro rata portion of the Award Consideration. Parent agrees that the Company may amend the Company Stock Plans (as defined below) as necessary for the sole purpose of implementing the foregoing provisions of this Section 2.3; provided, however, prior to any amendment the Company consults with Parent as to, and provides Parent with a copy of, the terms of any such proposed amendment. The cash amounts resulting from the conversions pursuant to this Section 2.3 shall be paid as soon as practicable after the Effective Time, but no later than five (5) business days thereafter.
Company Stock Awards. (a) Prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plans and award agreements pursuant to which Company Stock Awards are outstanding or otherwise) to (i) accelerate the vesting and exercisability (as applicable) of each unvested Company Stock Award then outstanding so that each such Company Stock Award shall be vested and, if applicable, exercisable in accordance with Section 2.8 effective as of immediately prior to, and contingent upon, the Effective Time, (ii) terminate each Company Equity Plan effective as of and contingent upon the Effective Time and (iii) following the vesting acceleration described in (i) above, cause, as of the Effective Time, each unexpired and unexercised Option and each unexpired RSU and each unexpired PSU then outstanding as of immediately prior to the Effective Time to be cancelled, terminated and extinguished, subject, if applicable, to payment pursuant to Section 2.8.
Company Stock Awards. (a) Prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof) that may be necessary (under the Company Equity Plans and award agreements pursuant to which Company Stock Awards are outstanding or otherwise) to (i) provide for the treatment of the Company Stock Awards contemplated in Section 2.8, (ii) terminate each Company Equity Plan effective as of and contingent upon the Effective Time, and (iii) cause, as of the Effective Time, each unexpired and unexercised Company Option and each RSU then outstanding as of immediately prior to the Effective Time to be cancelled, terminated and extinguished, subject, if applicable, to payment pursuant to Section 2.8.
Company Stock Awards. As promptly as practicable following the date hereof, the Company shall use commercially reasonable efforts to cause all of the holders of Company Stock Awards to agree to the termination and expiration of their Company Stock Awards immediately prior to the consummation of the Merger in exchange for the Company Stock Award Consideration described in Section 2.6.
Company Stock Awards. (a) Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each option (or portion thereof) to acquire Shares and each value appreciation right (“VAR”) (collectively, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, that has a per share exercise price that is less than the Upfront Consideration (each, an “In-the-Money Company Stock Option”), shall fully vest (if not already vested) and, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, surrendered and automatically converted into the right to receive for each Share of the Company underlying such In-the-Money Company Stock Option, without interest and subject to deduction for any required withholding under applicable Tax Law, (i) an amount in cash from Parent or the Surviving Corporation equal to the excess of the Upfront Payment over the per share exercise price of such In-the-Money Company Stock Option (the “Upfront In-the-Money Company Stock Option Payment”) and (ii) one CVR entitling such holder to Milestone Payments (as defined in the CVR Agreement).
