Common use of Unvested Company Options Clause in Contracts

Unvested Company Options. (A) At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Acquiror, the Optionholder or any other Person, each Unvested Company Option that is held by a Continuing Employee that is unexpired, unexercised and outstanding as of immediately prior to the First Effective Time (each such Person to be referred to herein as an “Assumed Optionholder”), shall be assumed and converted into an option to purchase shares of Acquiror Common Stock (an “Assumed Option”) having the same terms, conditions and, subject to Section 1.3(f)(ii)(B), vesting schedule, as applied to the corresponding Unvested Company Option as of immediately prior to the First Effective Time except that (A) the Assumed Option will cover shares of Acquiror Common Stock; (B) the number of shares of Acquiror Common Stock subject to the Assumed Option will be equal to the product of (x) the number of shares of Company Common Stock subject to the corresponding Unvested Company Option as of immediately prior to the First Effective Time, multiplied by (y) the Exchange Ratio, with any resulting fractional share rounded down to the nearest whole share; (C) the exercise price per share of Acquiror Common Stock subject to the Assumed Option will be equal to the quotient of (x) the exercise price per share of Company Common Stock of such corresponding Company Option as of immediately prior to the First Effective Time, divided by (y) the Exchange Ratio, with any resulting fractional cent rounded up to the nearest whole cent; and (D) all references to the “Company” in the Plan and the Company Option agreements will be references to Acquiror.

Unvested Company Options. (A) At the First Effective TimeClosing Date, Parent shall assume (i) all unvested Company Options (as defined in SECTION 3.04(b)) issued by virtue the Company pursuant to the Stock Plan, California Plan or the Xxxxxxx Agreements (all as defined in SECTION 3.04(b)) and (ii) the Stock Plan, California Plan and Xxxxxxx Agreements (all as defined in SECTION 3.04(b)). The Company's repurchase right with respect to any unvested shares acquired by the exercise of the First Merger and Company Options shall be assigned to Parent without any further action on the part of Company or the Companyholder of such unvested shares. (1) In the event that the Reorganization has occurred, Acquiror, immediately upon the Optionholder or any other PersonClosing Date, each Unvested unvested Company Option that is held by a Continuing Employee that is unexpired, unexercised and to purchase Units (as defined in this SECTION 2.04(a)) outstanding as of immediately prior to the First Effective Time (each such Person Closing Date, other than the unvested Company Options to be referred purchase the Company Class B Preferred Shares pursuant to herein as an “Assumed Optionholder”), the Xxxxxxx Agreement shall be assumed and converted into deemed to constitute an option to purchase shares of Acquiror Common Stock (an “Assumed Option”) having acquire, on the same terms, terms and conditions and, subject to Section 1.3(f)(ii)(B), vesting schedule, as applied to the corresponding Unvested were applicable under such Company Option as of immediately prior to the First Effective Time except that (A) the Assumed Option will cover shares of Acquiror Common Stock; (B) the Closing Date, such number of shares of Acquiror Parent's Common Stock subject to the Assumed Option will be equal to the product of (x) the number of shares of Company Common Stock subject to the corresponding Unvested Company Option as of immediately prior to the First Effective Time, multiplied by (y) the Exchange Ratio, with any resulting fractional share rounded down to the nearest whole sharenumber) ("Reorganization Parent Share") that is equal to the quotient obtained by dividing (x) the product obtained by multiplying (i) the number of units (each, a "Unit"), with each unit representing one Company Common Share and one Company Class B Preferred Share, subject to such unvested Company Option by (ii) the sum of the Class C Per Share Price, Class D Per Share Price and Class E Per Share Price, by (y) the Parent Price (as defined in this SECTION 2.04(a)); (C) and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the exercise price per share of Acquiror Common Stock subject to the Assumed Option will be equal to the quotient of (x) the exercise price per share of Company Common Stock of such corresponding Company Option as of in effect immediately prior to the First Effective Time, Closing Date divided by the ratio of the Reorganization Parent Share over the number of units subject to such unvested Company Option immediately prior to the Closing Date (y) the Exchange Ratio, with any resulting fractional cent rounded up to the nearest whole cent; and (D) all references ). In the event that the Reorganization has occurred, immediately upon the Closing Date, each unvested Company Option to purchase the Company Class B Preferred Shares pursuant to the “Company” in Xxxxxxx Agreements outstanding immediately prior to the Plan Closing Date shall be deemed to constitute an option to acquire, on the same terms and the conditions as were applicable under such Company Option agreements will be references immediately prior to Acquiror.the Closing Date (including any amendments to the Xxxxxxx Agreements pursuant to an agreement between Xxxxxxx Xxxxxxx and Parent), such number of shares of Parent's Common Stock (rounded down to the nearest whole number) ("Xxxxxxx Parent Share") that is equal to the quotient obtained by dividing (x) the product obtained by multiplying (i) the number of Company Class B Preferred

Unvested Company Options. (A) At the First Effective Time, by virtue of the First Merger all Unvested Company Options shall, automatically and without any required action on the part of the Company, Acquiror, the any Company Optionholder or any other Personbeneficiary thereof, each Unvested Company Option that is held by a Continuing Employee that is unexpired, unexercised and outstanding as of immediately prior to the First Effective Time (each such Person to be referred to herein as an “Assumed Optionholder”), shall be assumed and converted into an option to purchase shares of Acquiror Parent Common Stock (an each, a “Assumed Converted Option”). For each Converted Option, (i) having the same termsnumber of shares of Parent Common Stock subject to each such Converted Option shall equal the product of (A) the total number of Company Common Shares subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the Per Share Stock Consideration (rounded down to the nearest whole share), conditions andand (ii) the exercise price per share of Parent Common Stock shall equal the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per Company Common Share of such Unvested Company Option immediately prior to the Effective Time divided by (B) the Per Share Stock Consideration; provided, however that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Converted Options shall be determined in a manner consistent with the requirements of Code Section 409A; provided further that in the case of any Unvested Company Option to which Code Section 422 applies, the exercise price and the number of shares Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Code Section 1.3(f)(ii)(B424(a). Except as expressly provided in the foregoing sentence, each such Converted Option shall be subject to the same terms and conditions, including the applicable vesting schedule, as applied to the corresponding Unvested Company Option as of immediately prior to the First Effective Time except that (A) the Assumed Option will cover shares of Acquiror Common Stock; (B) the number Time. The Converted Options shall be granted as soon as practicable following effective registration of shares of Acquiror Parent Common Stock subject to be issued under the Assumed Option will be equal to the product of 2021 Equity Incentive Plan on a Form S-8 registration statement (x) the number of shares of Company Common Stock subject to the corresponding Unvested Company Option as of immediately prior to the First Effective Time, multiplied by (y) the Exchange Ratio, with any resulting fractional share rounded down to the nearest whole share; (C) the exercise price per share of Acquiror Common Stock subject to the Assumed Option will be equal to the quotient of (x) the exercise price per share of Company Common Stock of such corresponding Company Option as of immediately prior to the First Effective Time, divided by (y) the Exchange Ratio, with any resulting fractional cent rounded up to the nearest whole cent; and (D) all references to the “Company” in the Plan and the Company Option agreements will be references to Acquiroror other appropriate form).

Unvested Company Options. (A) At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Acquiror, the Optionholder or any other Person, each Unvested Company Option that is held by a Continuing Employee that is unexpired, unexercised and outstanding as of immediately prior to the First Effective Time (each and held by a Continuing Employee shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Person to be referred to herein as an “Assumed Optionholder”)Unvested Company Option, shall be assumed by Parent and converted into an into, or terminated and substituted with, a stock option of Parent that represents the right to purchase acquire a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock (an “Assumed Option”) having the same terms, conditions and, subject to Section 1.3(f)(ii)(B), vesting schedule, as applied to the corresponding Unvested Company Option as of immediately prior to the First Effective Time except that (A) the Assumed Option will cover shares of Acquiror Parent Common Stock; (B) the number of shares of Acquiror Common Stock subject to the Assumed Option will be , equal to the product of (xA) the number of shares of Company Common Stock subject to the corresponding such Unvested Company Option as of immediately prior to the First Effective Time, multiplied by (yB) the Option Exchange RatioRatio (each, with a “Converted Option”); provided, that any resulting fractional share resulting from such multiplication shall be rounded down to the nearest whole share; (C) . Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price per share of Acquiror Common Stock subject to the Assumed each Converted Option will shall be equal to the quotient of (x) the per share exercise price per share of Company Common Stock of such corresponding the Unvested Company Option as of immediately prior to the First Effective Timefrom which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, with any resulting fractional cent rounded up down to the nearest whole cent; and cent (Dthe “Converted Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) all references to the “Company” extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Plan and Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option agreements will that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be references to Acquirorcancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Plan.