Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. At the Parent Merger Effective Time, each outstanding Company Option which is outstanding immediately prior to the Parent Merger Effective Time (whether or not then vested or exercisable) shall be assumed by Parent and will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable), except that, from and after the Parent Merger Effective Time, (i) each such Company Option will be exercisable for that number of whole shares of Parent Common Stock 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 Option as of immediately prior to the Parent Merger Effective Time and (y) the Exchange Ratio, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing (x) the exercise price of each share of Company Common Stock at which the assumed Company Options were exercisable immediately prior to the Parent Merger Effective Time by (y) the Exchange Ratio.

Treatment of Company Options. At the Parent Merger Effective Time, each outstanding In-The-Money Company Option which is outstanding immediately prior to the Parent Merger Effective Time (whether or not then vested or exercisable) shall become vested and exercisable and shall thereafter be assumed by Parent and will shall otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable)Time, except that, from and after the Parent Merger Effective Time, (i) each such In-The-Money Company Option will be exercisable for that number of whole shares of Parent Common Stock Shares equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Parent Merger Effective Time and (y) the Exchange Ratio, and (ii) the per share exercise price for the shares of Parent Common Stock Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing (x) the exercise price of each share of Company Common Stock at which the such assumed In-The-Money Company Options were Option was exercisable immediately prior to the Parent Merger Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as of the Effective Time that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time shall automatically be cancelled and forfeited for no consideration without any further action on the part of the holder of such Company Option, and all rights with respect to such Company Option shall terminate as of the Effective Time.

Treatment of Company Options. At (a) Effective as of the Parent Merger Effective Time, each outstanding Company Option which (or portion thereof) that is outstanding immediately prior to the Parent Merger Effective Time (Time, whether or not then vested or exercisable) unvested, shall be assumed by Parent Acquiror and will otherwise continue converted automatically at the Effective Time into the right to have, and be subject to, receive an option to purchase shares of Domesticated Acquiror Common Stock upon substantially the same terms and conditions (including vesting schedule), as were applicable are in effect with respect to such option immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisableeach, an “Acquiror Option”), except that, from and after the Parent Merger Effective Time, that (i) each such Company Acquiror Option will be exercisable for shall relate to that whole number of whole shares of Parent Domesticated Acquiror Common Stock equal to the product (rounded down to the nearest whole numbershare) of (x) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Parent Merger Effective Time and (y) Time, multiplied by the Exchange Ratio, and (ii) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Acquiror Option will shall be equal to the quotient exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest whole full cent) determined by dividing (x) ); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. Prior to the Effective Time, each Company Option that is then outstanding with an exercise price of each share of Company Common Stock at which that is equal to or greater than the assumed Company Options were exercisable immediately prior to the Parent Per Share Merger Effective Time by (y) the Exchange RatioConsideration shall be cancelled without consideration therefor.

Treatment of Company Options. At (a) As of immediately prior to the Parent Merger Effective Time, each outstanding Company Option which is outstanding immediately prior to the Parent Merger Effective Time (Option, whether or not then vested and exercisable, shall, automatically by virtue of the occurrence of the Effective Time and without any action on the part of the Company, Parent or exercisable) the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be assumed by converted into the right to receive an option (a “Parent and will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option”) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable), except that, from and after the Parent Merger Effective Time, (i) each such Company Option will be exercisable for that with respect to a number of whole shares of Parent Common Stock equal to the product (rounded down to the nearest whole numbershare) equal to the product of (xA) the applicable number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Parent Merger Effective Time and (yB) the Exchange RatioPer Share Stock Amount, and (ii) the at an exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing equal to the quotient of (xA) the exercise price of each per share of Company Common Stock at which the assumed of such Company Options were exercisable Option immediately prior to the Parent Merger Effective Time by and (yB) the Exchange RatioPer Share Stock Amount; provided that the exercise price of and the number of shares of Parent Common Stock subject to the Assumed Options shall be determined in a manner consistent with the requirements of Section 409A of the Code and in the case of any Company Option to which Section 422 of the Code applies, the exercise price of and number of shares subject to the Parent Option shall be subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations Section 1.424-1(a). Except as otherwise provided in this Section 2.4, each Parent Option assumed and converted pursuant to this Section 2.4 shall be subject to the terms and conditions of the same vesting and exercise terms and conditions as applied to the corresponding Company Option immediately prior to the Effective Time.

Treatment of Company Options. At (i) On the Parent Merger terms and subject to the conditions set forth in this Agreement, at the Effective Time, each outstanding Vested Company Option which set forth in Schedule 2.7(f)(i) that is outstanding and unexercised as of immediately prior to the Parent Merger Effective Time (whether or not then vested or exercisable) and that is held by a Continuing Employee shall be assumed by Parent and converted into an option to purchase Parent Common Stock (collectively, the “Assumed Options”). Except as otherwise set forth in this Agreement, each such Assumed Option will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable set forth in the Plan and the agreements evidencing the grant thereof immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable), except that, from and after the Parent Merger Effective Time, including the vesting schedule thereof, except that (iA) each such Company Assumed Option will shall be exercisable for that number of whole shares of Parent Common Stock equal to the product obtained by multiplying (rounded down to the nearest whole number) of (x1) the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Assumed Option as of immediately prior to the Parent Merger Effective Time and by (y2) the Exchange RatioPer Share Merger Consideration and rounded down to the nearest number of whole shares of Parent Common Stock, and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Assumed Option will shall be equal to the quotient (rounded up to the nearest whole cent) determined obtained by dividing (x) the exercise price of each per share of Company Common Stock at which the assumed Company Options were such Assumed Option was exercisable immediately prior to the Parent Merger Effective Time by (y) the Exchange RatioPer Share Merger Consideration, rounded up to the nearest whole cent; provided, however, that the exercise price of the Assumed Options, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined in order to comply with Section 409A, and in the case of any Assumed Options to which Code Section 421 applies by reason of its qualification under Code Section 422, Code Section 424.

Treatment of Company Options. (i) At the Parent Merger Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of Company Options, each outstanding Company Option which that is issued and outstanding immediately prior to the Parent Merger Effective Time (Time, whether or not then vested or exercisable) shall , will be assumed by Parent and converted automatically into an option to purchase Parent Common Stock (“Assumed Options”) as set forth below. Each Assumed Option will otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable set forth in the Company Option Plan and the agreements evidencing the grant thereof immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable), except that, from and after the Parent Merger Effective Time, including provisions with respect to vesting, except that (iA) each such Company Assumed Option will shall be exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x1) the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Option as of immediately prior to the Parent Merger Effective Time and Time, multiplied by the (y2) the Option Exchange RatioRatio and rounded down to the nearest whole number of shares of Parent Common Stock, and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will shall be equal to the quotient (rounded up to the nearest whole cent) determined obtained by dividing (x) the exercise price of each per share of Company Common Stock at which the such assumed Company Options were Option was exercisable immediately prior to the Parent Merger Effective Time Time, by (y) the Option Exchange Ratio, rounded up to the nearest whole cent; provided, however, that the exercise price of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 409A of the Code.

Treatment of Company Options. At the Parent Merger Effective Time, each outstanding In-The-Money Company Option which is outstanding immediately prior to the Parent Merger Effective Time (whether Execution Version or not then vested or exercisable) shall become vested and exercisable and shall thereafter be assumed by Parent and will shall otherwise continue to have, and be subject to, the same terms and conditions (including vesting schedule), as were applicable immediately prior to the Parent Merger Effective Time as set forth in the applicable Company Plan (including pursuant to any applicable award agreement, other agreement or other document evidencing such Company Option) immediately prior to the Parent Merger Effective Time (and any Company Options that become fully vested and exercisable in accordance with their terms upon consummation of the Parent Merger shall be fully vested and exercisable)Time, except that, from and after the Parent Merger Effective Time, (i) each such In-The-Money Company Option will be exercisable for that number of whole shares of Parent Common Stock Shares equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such In-The-Money Company Option as of immediately prior to the Parent Merger Effective Time and (y) the Exchange Ratio, and (ii) the per share exercise price for the shares of Parent Common Stock Shares issuable upon exercise of such assumed In-The-Money Company Option will be equal to the quotient (rounded up to the nearest whole cent) determined by dividing (x) the exercise price of each share of Company Common Stock at which the such assumed In-The-Money Company Options were Option was exercisable immediately prior to the Parent Merger Effective Time by (y) the Exchange Ratio. Any Company Option outstanding as of the Effective Time that has an exercise price per share of Company Common Stock that is greater than or equal to the per share dollar value of the Merger Consideration immediately prior to the Effective Time shall automatically be cancelled and forfeited for no consideration without any further action on the part of the holder of such Company Option, and all rights with respect to such Company Option shall terminate as of the Effective Time.