Treatment of Vested Company Options. Each Company Option granted under a Company Equity Plan that is fully vested and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time, automatically and without action by the holder of such vested Company Option, and immediately converted into the right to receive in exchange therefor an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per Class A Ordinary Share subject to such Company Option, multiplied by (ii) the number of Class A Ordinary Shares underlying such Company Option (the “Option Consideration”), which amount shall be paid as promptly as practicable following the Effective Time by the Surviving Company; provided that, if the Exercise Price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any payment therefor.
Treatment of Vested Company Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) will adopt resolutions and take all other actions necessary and appropriate to provide that, with respect to Company Options that are outstanding and vested as of immediately prior to the Effective Time, will, immediately prior to the Effective Time, be cancelled and, in exchange therefor, each former holder of any such cancelled vested Company Option will only be entitled to receive, in consideration of the cancellation of such vested Company Option and in full settlement therefor, a payment in cash (without interest, and subject to deduction for any required withholding Tax pursuant to Section 2.2(g)) of an amount equal to the product of (A) the total number of vested Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Company Option (such amounts payable hereunder being referred to as the “Option Payments”). For avoidance of doubt, if the exercise price per Share of any such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without any cash payment being made in respect thereof. From and after the Effective Time, any such cancelled vested Company Option will no longer be exercisable by the former holder thereof. Any Option Payment shall be made through the Surviving Corporation’s payroll no more than three (3) Business Days following the Effective Time; provided, however, that Ultimate Parent may, in its sole discretion, cause the Paying Agent, on behalf of the Surviving Corporation, to make the payments described in this Section 2.4(b).
Treatment of Vested Company Options. Each Company Option that is outstanding, unexercised, vested and not yet expired as of immediately prior to the Effective Time (each, “Vested Company Option”), will immediately prior to the Effective Time, except as otherwise agreed to between a holder of such Vested Company Options and Parent, by virtue of the Merger and without other action by Parent, the Company, or the holder of such Vested Company Option, be cancelled and thereafter be converted into the right to receive, at or promptly after the Effective Time, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest, equal to the excess of (A) Per Share Merger Consideration over (B) the exercise price of such Vested Company Option, multiplied by the number of Ordinary Shares underlying such Vested Company Option, less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.3(i) (if any); provided that any Vested Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Merger Consideration shall cease to be outstanding, be cancelled and cease to exist and the holder of any such Vested Company Option shall not be entitled to payment of any consideration therefore.
Treatment of Vested Company Options. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any Company Option, each
Treatment of Vested Company Options. Each holder of a Vested Company Option which is cancelled at the Effective Time shall, in exchange therefor, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option, multiplied by (y) the number of Ordinary Shares underlying such Vested Company Option; provided, that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled without any payment therefor.
Treatment of Vested Company Options. As of the Effective Time, each holder of a Company Option that has vested and is outstanding and unexercised immediately prior to the Effective Time shall, in lieu of receiving Common Stock, have the right thereafter and during the term of such Company Option (subject however to all the terms and conditions of the applicable Company Plan and the agreement governing such Company Option) to receive upon exercise thereof an amount equal to the product of (A) the Merger Consideration and (B) the number of shares of Common Stock which might have been obtained upon exercise at the Effective Time of the then-vested portion of such Company Option, less the amount of the exercise price of such vested Company Option (the “Option Cash Payment”).
Treatment of Vested Company Options. Effective as of the Closing, each In-the-Money Option shall, by virtue of the Contemplated Transactions and without any action required on the part of the holder thereof, be cancelled, and in full consideration of such cancellation, shall be converted into and thereafter evidence the right to receive, without interest, (i) the Closing Option Consideration and (ii) the applicable Optionholder’s allocable portion (in his or her capacity as such) of the Additional Consideration (if any) in respect of such In-the-Money Option in accordance with the Allocation Schedule. Each such outstanding In-the-Money Option, when converted in accordance with this Section 2.5.1, shall no longer be outstanding, shall automatically be cancelled and retired without any further action required by any Person, and shall cease to exist. Such Acquired Company shall pay to such Optionholder (in his or her 138052556_15 capacity as such) his or her Closing Option Consideration, which amount shall be paid through payroll on the Closing Date if such Optionholder is a current or former employee of the Acquired Companies. As of the Closing, each Vested Company Option that is not an In-the-Money Option shall, by virtue of the Contemplated Transactions and without any action required on the part of the holder thereof, be cancelled for no consideration.
Treatment of Vested Company Options. Each Company Option granted under a Company Equity Plan that is fully vested and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time, automatically and without action by the holder of such vested Company Option, and immediately converted into the right to receive in exchange therefor an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the Exercise Price, multiplied by (ii) the number of Class A Ordinary Shares underlying such Company Option, which amount shall be paid as promptly as practicable following the Effective Time by the Surviving Company; provided that, if the Exercise Price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any payment therefor.
Treatment of Vested Company Options. As of the Effective Time, any Vested Company Option (including any Unvested Company Option which becomes vested on account of the transactions contemplated herein) shall be converted, immediately prior to the Effective Time, into such number of Company Shares which underlies the Vested Company Options, provided, however, that, as will be provided in the Payout Spreadsheet, such amount of Purchaser Share Consideration for which the stated exercise price of each Vested Company Option would have been converted into according to the terms of the Agreement (should it, and it only, have been converted into Company Shares) will be deducted from the Closing Consideration attributed to each such Company Share which underlies such Vested Company Options, all, as further provide in the Payout Spreadsheet.”.
Treatment of Vested Company Options. As of the Effective Time, any Vested Company Option (including any Unvested Company Option which becomes vested on account of the transactions contemplated herein) shall be converted, immediately prior to the Effective Time, on a cashless (net exercise) basis, into Company Shares, in a way that each Company Option holder will be entailed to Company Shares, in a value that is net of its stated exercise price. It is clarified that the aggregated exercise price of all option holders will be added and be part of the Closing Consideration and will be distributed in accordance with the Payout Spreadsheet.
