Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative.
Vested Company Options. Each Company Share Option (a “Vested Company Option”) that is vested and outstanding prior to the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Vested Company Options as of the Closing or by voluntary exercise on the part of the holder of Vested Company Options. Such holders of Vested Company Options shall not be required to make payment of the exercise price of such Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to transfer to (x) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid the balance of the Merger Consideration to each former holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise of Vested Company Options which are held by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtained.
Vested Company Options. Subject to Section 2.8(a)(iii), each Vested Company Option shall be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (A) the number of shares of Company Common Stock subject to such Vested Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Per Share Price over the exercise price per share of such Vested Company Option (the “Vested Option Consideration”).
Vested Company Options. Subject to the terms and conditions of this Agreement, at the Effective Time, each Vested Company Option shall be cancelled and extinguished and shall, subject to Section 2.1(e), be automatically exchanged for the right to receive an amount of cash equal to (A) (x) the Common Exchange Ratio multiplied by (y) the number of shares of Company Common Stock the holder of such Vested Company Option would be entitled to receive upon the exercise in full of such Vested Company Option less (B) the aggregate price that would be payable in consideration of the exercise of such Vested Company Option (the “Vested Option Value”); provided, however, the amount payable by Buyer pursuant to this Section 2.1(c)(iii) at the Effective Time shall be less the cash amount attributable to the pro rata interest of such Vested Company Option holder in the Escrow Amount pursuant to Section 2.1(e). The amount of cash payable to each holder of Vested Company Options shall be rounded up or down to the nearest whole cent and computed after aggregating all Vested Company Options held by such holder. Promptly after the Effective Time, Buyer shall mail to the Participating Holders of Vested Company Options in exchange therefor cash constituting the aggregate consideration to which such Participating Holder is entitled pursuant to this Section 2.1(c)(iii) (less the cash proceeds to be deposited with the Escrow Agent with respect to such Participating Holder’s Vested Company Options pursuant to Section 2.1(e) and any applicable withholding Taxes).
Vested Company Options. At the Effective Time, each outstanding Company Option that is vested at the Effective Time, or that vests as a result of the consummation of transactions contemplated by this Agreement (each, a “Vested Company Option”), will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the right to receive an amount (without interest) in cash, equal in value to (A) the total number of shares of Company Common Stock subject to the Vested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock underlying such Vested Company Option, less applicable Taxes required to be withheld with respect to such payment (the “Vested Company Option Consideration”). For the avoidance of doubt, any Vested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment and without further action on the part of any Person. Following the Effective Time, no Vested Company Option shall remain outstanding, and each former holder of a Vested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company Option Consideration in exchange for such Vested Company Option in accordance with this Section 2.8(c)(i).
Vested Company Options. At the Settlement, each Company Option that is outstanding (all of which are currently vested) as of immediately prior to the Settlement shall, without any action on the part of the Buyer, the Company, the holder thereof or any other Person, be cancelled and (consistent with the Company Equity Plans) converted into and shall become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per share exercise price of such Company Option multiplied by (y) the number of Company Shares subject to such Company Option as of immediately prior to the Settlement.
Vested Company Options. At the Closing, each Company Option that is outstanding and vested as of immediately prior to the Closing shall, without any action on the part of Parent, Buyer, the Company, the holder thereof or any other Person, be canceled and (consistent with the Company Equity Plan) converted into and shall become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (y) the number of Shares subject to such Company Option as of immediately prior to the Closing.
Vested Company Options. At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in October 2010, the portion of your Company Options that is vested and outstanding, after giving effect to [any accelerated vesting provisions thereof and] any exercises, as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. You shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”). Approximately 19.2% of the Vested Spread shall be held back in escrow to indemnify Parent in case of a working capital adjustment or breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) In addition, a portion of the Vested Spread will be withheld to secure certain obligations under Section 2.2(d) and Section 9.11 of the Merger Agreement for any Representative Expenses incurred by the Representative. If you do not exercise your Vested Company Options prior to the Effective Time and consequently such Vested Company Options are cashed-out, if you are subject to U.S. taxation, you will recognize ordinary income in the amount of your aggregate cash payment at the time that such cash is paid to you, regardless of whether your Vested Company Options were intended to be incentive stock options (“ISOs”) within the meaning of Internal Revenue Code Section 422, or nonstatutory stock options (“NSOs”...
Vested Company Options. Each Vested Company Option that is outstanding as of immediately prior to the Effective Time shall terminate and be converted into and represent the right to receive the Option Consideration from OpCo or its applicable Subsidiary; provided that the Surviving Company shall be entitled to deduct and withhold from such Option Consideration the amount of withholding for Taxes required to be deducted and withheld as a result of the Transactions. The Surviving Company shall cause its applicable Subsidiary to, pay through the payroll of such applicable Subsidiary to each holder of a Vested Company Option the applicable Option Consideration, as soon as practicable following the Effective Time and in any event within forty (40) Business Days following the Effective Time; provided that to the extent payment within such time or on such would trigger a Tax or penalty under Section 409A of the Code, such payments shall be made on the earliest date that payment would not trigger such Tax or penalty.
Vested Company Options. At the Closing, each Company Option that is outstanding as of immediately prior to the Closing and either (i) held by a Person other than a Continuing Employee, whether vested or unvested, (ii) held by a Person listed in Section 2.03(c)(ii) of the Company Letter, whether vested or unvested, (iii) vested in accordance with the terms of the applicable Company Equity Plan and award agreement evidencing such Company Option as of immediately prior to the Closing, (iv) that, in the absence of the Transactions, would become vested within two years following the Closing and are held by a Continuing Employee whose employment or service with the Company commenced prior to the date of this Agreement or (v) is subject to accelerated vesting solely as a result of the completion of the Transactions in accordance with the terms thereof (each, a “Terminating Option”), will, without any action on the part of Parent, Buyer, the Company, the holder thereof or any other Person, be accelerated (if required) and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (y) the number of Shares subject to such Company Option. Each Terminating Option that is outstanding and unexercised immediately prior to the Closing that has an exercise price equal to or greater than the Offer Consideration shall be cancelled as of the Closing without consideration therefor and the holder of such Terminating Option shall cease to have any rights with respect thereto. Following the date of this Agreement, the Company shall use its reasonable best efforts to obtain any consents of any holders of any Company Option described in clauses (i) through (iv) of the preceding sentence necessary to effectuate the treatment of such Company Options as described in this Section 2.03(c). Any such payment with respect to a Terminating Option shall be subject to all applicable federal, state and local tax withholding requirements.
