Common use of Treatment of Options Clause in Contracts

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total number of shares of Company Common Stock deemed to be issued upon the deemed exercise of such Company Option and (B) the excess, if any, of the Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such deemed exercised Company Option shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a).

Treatment of Options. Prior (a) The Company shall use its best efforts to the Effective Timedeliver to Acquiror, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, on or immediately prior to the Effective Time, either (i1) new option agreements evidencing the consent of each holder of a Company Stock Option to have such Company Stock Option assumed by Acquiror and to become an option to acquire Acquiror Common Stock or (2) the vesting and exercisability opinion of each then unexpired and unexercised option or similar rights Company's counsel called for by clause (B) of Section 6.3(h). Each Company Stock Option issued pursuant to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 's 1996 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Stock Plan, as amended from time or issued other than pursuant to time, or any other plan, agreement or arrangement such plan as set forth in the Company Disclosure Schedule (collectively, the “"Company Stock Option Plans”"), held whether or not vested or exercisable, shall, subject to execution and delivery of a new option agreement by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, be assumed by Acquiror and shall be cancelled constitute an option to acquire, on the same terms and terminatedconditions as were applicable under such assumed Company Stock Option, and (iii) each Company Option with an exercise price per share a number of Company shares of Acquiror Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) equal to the product of (A) the total Exchange Ratio and the number of shares of Company Common Stock subject to such Company Stock Option (rounded to the nearest whole number of shares of Acquiror Common Stock), at a price per share equal to the aggregate exercise price for the shares of Company Common Stock subject to such Company Stock Option divided by the number of whole shares of Acquiror Common Stock deemed to be issued upon purchasable pursuant to such Company Stock Option; provided, however, that in the deemed case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 or Section 423 of the Code ("Qualified Stock Options"), the option price, the number of shares purchasable pursuant to such Company Stock Option and the terms and conditions of exercise of such Company Stock Option and (B) the excess, if any, shall be determined in order to comply with Section 424 of the Common Consideration over Code. Acquiror shall comply with the exercise price per share terms of Company Common Stock previously subject to such the Company Option (such amounts payable hereunder being referred to as Plans and the “Option Payments”). From and after the Effective Time, any such deemed exercised Company Option shall only entitle such holder to the payment terms of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing Options issued other than pursuant to the Company Options (including, Option Plans as they apply to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)Stock Options assumed as set forth above.

Treatment of Options. Prior to At the Effective Time, each option granted by the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability purchase shares of each then unexpired Company Common Stock that is outstanding and unexercised under any employee stock option or similar rights equity compensation plan or arrangement (the “Company Stock Plans”) of the Company (any such option to purchase Company Common Stock (being referred to as a “Company Option” or the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, whether or any other plan, agreement not vested or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Timeexercisable, shall fully vest and be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, converted at the Effective Time, shall be terminated and converted Time into the right an option to receive an amount purchase a number of shares of Parent Common Stock (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)a “Parent Option”) equal to the product (rounded down to the nearest whole share) of (Ax) the total number of shares of Company Common Stock deemed subject to be issued upon the deemed exercise of such Company Option immediately prior to the Effective Time and (By) the excessExchange Ratio, if any, at an exercise price per share of Parent Common Stock (rounded up to the Common Consideration over nearest whole cent) subject to the Parent Option equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock previously subject to the Company Option immediately prior to the Effective Time by (y) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code; and provided, further, that in the case of any Company Option that is intended to be an incentive stock option under Section 422 of the Internal Revenue Code, the exercise price and the number of shares of Parent Company Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such Company Option (such amounts payable hereunder being referred adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Internal Revenue Code. Except as the “Option Payments”). From and after specifically provided above, following the Effective Time, any such deemed exercised each Company Option shall only entitle continue to be governed by the same terms and conditions that were applicable under such holder Company Option immediately prior to the payment Effective Time (after taking into account any vesting as of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, Effective Time to the extent necessary, obtaining consent of provided by the holders original terms of the Company Options) to effectuate Option). As of the actions contemplated by this Section 2.4(a)Effective Time, Parent shall assume such Company Options and the plans under which they have been issued.

Treatment of Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Company’s 2006 Equity Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, Time shall be fully accelerated, and (ii) each then unexpired and unexercised Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer PriceOption, without regard to the identity of the holder, shall be cancelled and terminatedand, and (iii) in exchange therefor, each former holder of any such cancelled Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Priceshall be entitled to receive, without regard to the identity in consideration of the holdercancellation of such Company Option and in settlement therefor, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (A) the total number of shares of Company Common Stock deemed previously subject to be issued upon the deemed exercise of such Company Option and (B) the excess, if any, of the Common Merger Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”). From and after the Effective Time, any such deemed exercised cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payments. Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options) to effectuate the actions contemplated by this Section 2.4(a).

Treatment of Options. Prior to At the Effective Time, each outstanding option to purchase Shares (a "Company Option") under the Company Board Stock Plans (or, if appropriate, any committee thereofas defined in Section 5.1(b)) shall adopt appropriate resolutions and take all other actions necessary and appropriate that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to provide that, immediately prior to vest on or before the first anniversary of the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Clarient, Inc. 2007 Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminatedeach holder thereof shall receive from the Company, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than on the Common Offer PriceClosing Date, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) cash equal to the product of (Ax) the total number of shares of Company Common Stock deemed Shares subject to be issued upon the deemed exercise of such Company Option and times (By) the excess, if any, of the Common Per Share Merger Consideration over the exercise price per share of Company Common Stock previously subject to Share under such Company Option (less applicable Taxes required to be withheld with respect to such amounts payable hereunder being referred to as payment. For the “Option Payments”). From and after avoidance of doubt, at the Effective Time, any each Company Option that is vested at the Effective Time (including those that vest at the Effective Time by virtue of having been scheduled to vest on or before the first anniversary of the Effective Time) in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such deemed exercised Company Option shall only entitle such holder be terminated and be of no further effect. All Company Options that are scheduled to vest following the first anniversary of the Effective Time (after giving effect to any accelerated vesting in connection with the transactions contemplated hereby) shall be terminated and be of no further effect. As soon as is practicable following the Effective Time, Parent will issue to the payment holder of any Company Option in which the Per Share Merger Consideration is greater than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Option Payments. Without limiting Effective Time restricted stock units of Parent's common stock ("Replacement RSUs") with a value as of the foregoing, Effective Time as reasonably determined by Parent in good faith equal to the product of (x) the number of Shares subject to the Company shall take all necessary action under Option times (y) the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent excess of the holders Per Share Merger Consideration over the exercise price per Share under such Company Option. The Replacement RSUs value will be based on the market value of Parent's common stock at the Effective Time and will vest after three (3) years and will otherwise be subject to such terms and conditions as are generally applicable to Parent's RSUs. For the avoidance of doubt, no Replacement RSUs will be granted with respect to any Company Option in which the Per Share Merger Consideration is equal to or less than the exercise price per Share under such Company Option that is scheduled to vest following the first anniversary of the Company Options) to effectuate the actions contemplated by this Section 2.4(a)Effective Time.

Treatment of Options. Prior to At the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each then unexpired and unexercised option or similar rights right to purchase Company Common Stock Shares (the “Company Options”), granted under any stock option plan of the Company, including the ClarientCogentix Medical, Inc. 2015 Omnibus Incentive Plan, the Uroplasty 2006 Amended Stock and Incentive Plan, as amended, the Vision-Sciences, Inc. 2000 Plan, the Vision-Sciences, Inc. 2003 Director Option Plan, and the Vision-Sciences, Inc. 2007 Stock Incentive Award Plan, the Chromavision Medical Systems, Inc. 1996 Equity Compensation Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person who iswhether or not such Company Options are then vested or exercisable, shall be, pursuant to the extent required by the terms of the applicable relevant Company Stock Plan or award agreementand the stock option agreements evidencing the Company Options, then performing services as an employeea result of the Merger, director or consultant and without any action on the part of Parent, Merger Sub, the Company, the holder of the Company immediately prior to the Effective TimeOption or any other Person, shall be fully accelerated, (ii) each Company Option with an exercise price per share of Company Common Stock that is greater than or equal to the Common Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Company Option with an exercise price per share of Company Common Stock that is less than the Common Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive from Parent and the Surviving Corporation, as soon as practicable (but in no event more than five Business Days) following the Effective Time, an amount in cash (subject to deduction for any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)2.9) equal to the product of (A) the total number of shares of Company Common Stock deemed Shares subject to be issued upon the deemed exercise of such Company Option and (B) the excess, if any, of the Common Merger Consideration over the exercise price per share of Company Common Stock Shares previously subject to such Company Option (such amounts payable hereunder being referred Option. Any Company Options for which the exercise price per share of Shares is equal to as or greater than the “Option Payments”). From and after the Effective Time, any such deemed exercised Company Option Merger Consideration shall only entitle such holder to the payment of the Option Paymentsbe cancelled without consideration. Without limiting the foregoing, the Company and the Company Board, or a duly authorized committee thereof, shall adopt appropriate resolutions and take all necessary action and appropriate action, including under the Company Stock Plans and the stock option agreements evidencing the Company Options (includingand, to the extent necessary, obtaining using commercially reasonable efforts to obtain consent of the holders of the Company Options) Options for which the exercise price thereof is less than the Offer Price, to effectuate the actions contemplated by this Section 2.4(a2.8(a).