Common use of Parent Stock Options Clause in Contracts

Parent Stock Options. As of a Business Day no earlier than 30 days prior to the First Effective Time, each outstanding Parent Stock Option will become vested in full. Immediately prior to the First Effective Time, each Parent Stock Option that is then outstanding, (A) if the exercise price of such Parent Stock Option is equal to or greater than the Per Share Parent Value, shall terminate and be cancelled as of immediately prior to the First Effective Time, without any consideration being payable in respect thereof, and have no further force or effect; and (B) if the exercise price of such Parent Stock Option is less than the Per Share Parent Value, such Parent Stock Option shall be fully vested and terminate and be cancelled as of immediately prior to the First Effective Time in exchange for the right to receive, in accordance with this Section 2.3(a), the Parent Merger Consideration based on a number of shares determined by dividing (x) the product of the number of shares of Parent Common Stock underlying such Parent Stock Option multiplied by the excess of the Per Share Parent Value over the exercise price of the Parent Stock Option, divided by (y) the Per Share Parent Value, as applicable. Following the First Effective Time, no Parent Stock Option that was outstanding immediately prior to the First Effective Time shall remain outstanding and each former holder of a Parent Stock Option will cease to have any rights with respect thereto, except to receive the consideration (if any) set forth in this Section 2.3(a) in exchange for such Parent Stock Option, as applicable, in accordance with this Section 2.3(a). Notwithstanding any other provision of this Agreement, all Parent Stock Options shall be treated in a manner so as not to result in the incurrence of a penalty tax under Section 409A of the Code. To the extent applicable, transactions with respect to Parent Stock Options shall be subject to the withholding requirements as provided in Section 2.3(f). For purposes of this Agreement, the “Per Share Parent Value” means the volume-weighted average price, rounded to the nearest one-tenth of a cent, of a share of Parent Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) in respect of the five (5) consecutive trading day period beginning at 9:30 am (New York City time) on the first day of such trading day period and ending at 4:00 pm (New York City time) on the third full trading day prior to the First Effective Time.

Parent Stock Options. As of a Business Day no earlier than 30 days prior to the First Effective Time, each outstanding Parent Stock Option will become vested in full. Immediately prior to the First Effective TimeTime but following the Reverse Stock Split, each Parent Stock Option that is then outstanding, (A) if the exercise price of such Parent Stock Option is equal to or greater than the Per Share Parent Value, shall terminate and be cancelled as of immediately prior to the First Effective Time, without any consideration being payable in respect thereofof each such Parent Stock Option, and have no further force or effecteffect (each, a “Cancelled Parent Option Award”); and (B) if the exercise price of such Parent Stock Option is less than the Per Share Parent Value, such Parent Stock Option shall (i) be fully vested and terminate and be cancelled as of immediately prior to the First Effective Time in exchange for the right Time, (ii) be converted into an option award with respect to receive, in accordance with this Section 2.3(a), the Parent Merger Consideration based on a number of shares determined by dividing (x) of Parent Class A Common Stock equal to the product of the total number of shares of Parent Common Stock underlying subject to such Parent Stock Option multiplied by immediately prior to the excess of Effective Time but following the Per Share Reverse Stock Split and (iii) shall automatically expire on the 90th day following the Closing Date (each, a “Parent Value over the exercise price of the Parent Stock Option, divided by (y) the Per Share Parent Value, as applicableAdjusted Option Award”). Following the First Effective Time, (i) no Cancelled Parent Stock Option Award that was outstanding immediately prior to the First Effective Time shall remain outstanding and each former holder of a Cancelled Parent Stock Option Award will cease to have any rights with respect theretoto such Cancelled Parent Option and (ii) each Parent Adjusted Option Award shall continue to have, except and shall continue to receive be subject to, the consideration same terms and conditions (if any) other than as set forth in this Section 2.3(athe previous sentence) in exchange for such as applied to the corresponding Parent Stock Option, Option as applicable, in accordance with this Section 2.3(a)of immediately prior to the Effective Time. Notwithstanding any other provision of this Agreement, all in the case of any Parent Stock Options 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 the corresponding Parent Adjusted Option Award shall be treated determined subject to such adjustments as are necessary in a manner so as not order to result in satisfy the incurrence requirements of a penalty tax under Section 409A 424(a) of the Code. To the extent applicable, transactions with respect to Parent Stock Options shall be subject to the withholding requirements as provided in Section 2.3(f2.03(d). For purposes of this Agreement, the “Per Share Parent Value” means the volume-weighted average price, rounded to the nearest one-tenth hundredth of a cent, of a share of Parent Class A Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported thereinby Bloomberg L.P., in another authoritative source mutually selected by the partiesParties) in respect of the five (5) consecutive trading day period beginning at 9:30 am (New York City time) on the first day of such trading day period and ending at 4:00 pm (New York City time) on the third fifth full trading day prior to the First Effective Time; provided, that such measurement period shall not begin prior to the eighth day prior to the Effective Time and shall not end after the third day prior to the Effective Time, in each case, with such adjustments as necessary to reflect the Reverse Stock Split. Prior to the Effective Time, Parent shall take all necessary action to give effect to the terms of this Section 2.03(a).