Common use of Company Stock Options Clause in Contracts

Company Stock Options. At the Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested immediately prior to the Effective Time, shall, automatically and without any required action on the part of the holder thereof, be cancelled and terminated. Without limiting the foregoing: each Company Stock Option with a per share exercise price that is less than the Merger Consideration shall be converted into only the right to receive an amount in cash equal to the product of (i) the positive difference, if any, of the Merger Consideration minus the exercise price per share of such Company Stock Option, multiplied by (ii) the number of shares of Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time, which amount shall be payable as soon as reasonably practicable following the Effective Time and in no event later than five (5) Business Days after the Effective Time; and (b) each Company Stock Option with an exercise price per share that is equal to or greater than the Merger Consideration shall be cancelled and terminated without any cash or other payment being made in respect thereof.

Company Stock Options. At the Merger Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested Option that is outstanding immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall, automatically and without any required action on the part of the holder thereof, be cancelled cancelled, and terminated. Without limiting the foregoing: each Company Stock Option holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with a per share exercise price that is less than the Merger Consideration shall be converted into only the right to receive respect thereto, an amount in cash equal to the product of (i) the positive differenceexcess, if any, of the Merger Consideration minus Offer Price over the exercise price per share of such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Merger Effective Time, less any applicable Taxes required to be withheld as provided in Section 3.01(h), which amount shall be payable in accordance with the Company’s standard payroll procedures as soon as reasonably practicable following the Effective Time and in no event later than five (5) Business Days after the Merger Effective Time; and (b) each Company Stock Option with an . For the avoidance of doubt, if the exercise price per share that is equal to or greater than of a Company Stock Option exceeds the Merger Consideration Offer Price, such Company Stock Option shall be cancelled and terminated at the Merger Effective Time without payment of any cash or other payment being made in respect thereofconsideration.

Company Stock Options. At the Acceleration Time, each unexpired and unexercised Company Stock Option that is outstanding and unexercised immediately prior to the Acceleration Time (whether vested or unvested) shall be fully vested, and (to the extent not exercised prior to the Acceleration Time), at the Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested immediately prior to the Effective Time, shall, automatically and without any required action on the part of the holder thereof, be cancelled and terminated. Without limiting the foregoing: each Company Stock Option with a per share exercise price that is less than the Merger Consideration shall be canceled and converted into only the right to receive from the Surviving Corporation an amount in cash cash, without interest, equal to the product of (i) the positive differenceexcess, if any, of (A) the Merger Consideration minus Offer Price over (B) the applicable exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares of Company Common Stock issuable upon the exercise subject to such unexercised portion of such Company Stock Option that is outstanding and unexercised as of immediately prior to the Effective Acceleration Time. For the avoidance of doubt, which amount shall be payable as soon as reasonably practicable following in the Effective Time and in no event later than five (5) Business Days after that the Effective Time; and (b) each Company Stock Option with an applicable exercise price per share that of Company Common Stock of any such Company Stock Option is equal to or greater than the Merger Consideration shall Offer Price, such Company Stock Option will be cancelled and terminated canceled as of the Effective Time without any cash consideration or other payment being made in respect thereofthereon and shall have no further force or effect.

Company Stock Options. At As of the Effective Time, each outstanding option to purchase shares of Common Stock under the Company Stock Plan (a “Company Stock Option”) whether vested or unvested Option that is outstanding and unexercised immediately prior to the Effective Time, shallwhether or not then vested or exercisable, shall automatically and without any required action on the part of the holder thereof, thereof be cancelled and terminated. Without limiting cease at the foregoing: each Effective Time to represent an option with respect to shares of Company Stock, and shall only entitle the holder of such Company Stock Option with a per share exercise price that is less than the Merger Consideration shall be converted into only the right to receive an amount in a cash payment from the Surviving Corporation equal to the product of (i) the positive differencetotal number of shares of Company Stock subject to such Company Stock Option multiplied by (ii) the excess, if any, of (A) the Merger Consideration minus over (B) the exercise price per share of such Company Stock Option, multiplied by (ii) the number of shares of Common Stock issuable upon the exercise of without any interest thereon and subject to all applicable withholding. Any such Company Stock Option as of immediately prior to the Effective Time, which amount payment shall be payable paid in a lump sum as soon as reasonably practicable following after the Effective Time and but in no event later than five ten (510) Business Days after following the Effective Time; and (b) each . For the avoidance of doubt, any Company Stock Option with that has an exercise price per share of common stock that is greater than or equal to or greater than the Merger Consideration shall be cancelled and terminated without any cash at the Effective Time for no consideration or other payment being made in respect thereofpayment.

Company Stock Options. At As of the Effective Time, each issued and outstanding option to purchase shares of acquire Company Common Stock under Stock, whether granted pursuant to the Company Stock Option Plan or otherwise (a the “Company Stock OptionOptions”) ), whether vested or unvested immediately prior to at the Effective Time, shall, automatically and without any required action on the part of the holder thereof, will be cancelled and terminated. Without limiting terminated by the foregoing: each Company in exchange for an amount of cash, without interest, equal to the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Option Spread less applicable Taxes required to be withheld with respect to such payment (the “Option Consideration”). The “Option Spread” for each share of Company Common Stock subject to a per share exercise price that is less than the Merger Consideration shall Company Stock Option will be converted into only the right to receive an amount in cash equal to the product of (i) the positive differenceexcess, if any, of (y) the Merger Consideration minus mean between the exercise price per highest and the lowest selling prices quoted on The Nasdaq National Market for a share of such Company Stock Option, multiplied by (ii) the number of shares of Common Stock issuable upon on the exercise of such Company Stock Option as of immediately last trading day prior to the Effective Time, Time over (z) the per share exercise price of the Company Stock Option. Any Company Stock Option for which amount the per share exercise price exceeds the Per Share Amount shall be payable cancelled as soon as reasonably practicable following of the Effective Time and in no event later than five (5) Business Days after without the Effective Time; and (b) each Company Stock Option with an exercise price per share that is equal to or greater than the Merger Consideration shall be cancelled and terminated without payment of any cash or other payment being made in respect thereofconsideration therefor.