Common use of Treatment of Company Equity Awards Clause in Contracts

Treatment of Company Equity Awards. (a) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 3.04(d)), each Company Option (whether vested or unvested) shall cease to represent the right to purchase shares of Company Common Stock and shall be canceled in exchange for an option to purchase a number of shares of Acquiror Common Stock under the Acquiror Incentive Equity Plan (each, a “Rollover Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Subject to the immediately preceding sentence, each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for (x) terms rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely with respect to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)) and (y) such other immaterial administrative or ministerial changes as the Acquiror Board following the Effective Time (or the compensation committee of such Acquiror Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code and, in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the corresponding Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.

Treatment of Company Equity Awards. (a) At On the Effective TimeClosing Date prior to the Closing (and as part of, by virtue for the avoidance of doubt, the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 3.04(d)Company Pre-Closing Steps), each Company Option (whether vested a Vested Company Option or unvestedan Unvested Company Option) shall cease be adjusted in accordance with the applicable Company Equity Plan into an option to purchase Company Post-Closing Common Shares (each, an “Adjusted Option”) in an amount and at an exercise price determined pursuant to this Section 2.4(a). Each Adjusted Option shall: (i) be exercisable for, and represent the right to purchase shares of Company Common Stock and shall be canceled in exchange for an option to purchase purchase, a number of shares of Acquiror Company Post-Closing Common Stock under the Acquiror Incentive Equity Plan (each, a “Rollover Option”) equal to the product Shares (rounded down to the nearest whole numbershare) of equal to the product obtained by multiplying (iA) the number of shares of Company Pre-Closing Common Stock Shares subject to such the corresponding Company Option immediately prior to the Effective Time and consummation of the Company Pre-Closing Steps, by (iiB) the Exchange Ratio, at and (ii) have an exercise price per share Company Post-Closing Common Share (rounded up to the nearest whole cent) subject to such Adjusted Option equal to the quotient obtained by dividing (A) the exercise price per share of Company Pre-Closing Common Stock of such Share applicable to the corresponding Company Option immediately prior to the Effective Time divided consummation of the Company Pre-Closing Steps, by (B) the Exchange Ratio. Subject Such conversion shall occur in a manner intended to comply with (x) the immediately preceding sentencerequirements of Section 409A of the Code and (y) in the case of any Adjusted Option that is an Incentive Stock Option, the requirements of Section 424 of the Code. Except as otherwise set forth in this Section 2.4(a), each Rollover Adjusted Option shall continue to have, and be subject to to, the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that as applied to the corresponding Company Option immediately prior to such adjustment. For the Effective Timeavoidance of doubt, except for (x) terms rendered inoperative by reason the rounding of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely with respect pursuant to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)2.4(a) and (y) such other immaterial administrative or ministerial changes as the Acquiror Board following the Effective Time (or the compensation committee of such Acquiror Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code and, in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the corresponding Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Codeon an award-by-award basis.

Treatment of Company Equity Awards. (a) At the Effective Time, each option to purchase shares of Company Common Stock granted under any Incentive Plan, whether vested or unvested (each, a “Company Option”), that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any Party Parent, Merger Sub, the Company or any other Person (but subject tothe holder of such Company Option, in the case of the Company, Section 3.04(d)), each Company Option (whether vested or unvested) shall cease to represent the right to purchase shares of Company Common Stock and shall be canceled in exchange for converted into an option (each, a “Parent Option”) to purchase a number of shares of Acquiror Parent QVCA Common Stock under the Acquiror Incentive Equity Plan (each, a “Rollover Option”) equal to the product (rounded down to the nearest number of whole numbershares) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Subject to the immediately preceding sentence, each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for divided by (xB) terms rendered inoperative by reason the Equity Award Exchange Ratio. Any restrictions on the exercise of any Parent Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Parent Option shall otherwise remain unchanged as a result of the transactions contemplated by this Agreement assumption of such Parent Option; provided, however, that: (including 1) each Parent Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any anti-dilution stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely transaction with respect to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)) and (y) such other immaterial administrative or ministerial changes as the Acquiror Board following Parent QVCA Common Stock subsequent to the Effective Time Time; (or 2) the compensation committee of such Acquiror Board) may determine in good faith are appropriate Parent’s board of directors shall succeed to effectuate the administration authority and responsibility of the Rollover OptionsBoard of Directors of the Company or any committee thereof with respect to each Parent Option; and (3) each Parent Option shall be subject to administrative procedures consistent with those in effect under Parent’s equity compensation plan. Such conversion shall occur in a manner The Parties hereto acknowledge that the assumption of the Company Options pursuant to this Section 2.8(a) is intended to comply with the requirements of Treasury Regulations section 1.409A-1(b)(5)(v)(D) so as to not result in the grant of a new stock right or otherwise result in the loss of the applicable exemption from Section 409A of the Code and, in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the corresponding Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations thereunder (“Section 424(a) of the Code409A”).

Treatment of Company Equity Awards. (a) At the Effective Time, each option to purchase shares of Company Common Stock granted under any Incentive Plan, whether vested or unvested (each, a “Company Option”), that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any Party Parent, Merger Sub, the Company or any other Person (but subject tothe holder of such Company Option, in the case of the Company, Section 3.04(d)), each Company Option (whether vested or unvested) shall cease to represent the right to purchase shares of Company Common Stock and shall be canceled in exchange for converted into an option (each, a “Parent Option”) to purchase a number of shares of Acquiror Parent QVCA Common Stock under the Acquiror Incentive Equity Plan (each, a “Rollover Option”) equal to the product (rounded down to the nearest number of whole numbershares) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Subject to the immediately preceding sentence, each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for divided by (xB) terms rendered inoperative by reason the Equity Award Exchange Ratio. Any restrictions on the exercise of any Parent Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Parent Option shall otherwise remain unchanged as a result of the transactions contemplated by this Agreement assumption of such Parent Option; provided, however, that: (including 1) each Parent Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any anti-dilution stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely transaction with respect to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)) and (y) such other immaterial administrative or ministerial changes as the Acquiror Board following Parent QVCA Common Stock subsequent to the Effective Time Time; (or 2) the compensation committee of such Acquiror Board) may determine in good faith are appropriate Parent’s board of directors shall succeed to effectuate the administration authority and responsibility of the Rollover OptionsBoard of Directors of the Company or any committee thereof with respect to each Parent Option; and (3) each Parent Option shall be subject to administrative procedures consistent with those in effect under Parent’s equity compensation plan. Such conversion shall occur in a manner The Parties hereto acknowledge that the assumption of the Company Options pursuant to this ‎Section 2.8(a) is intended to comply with the requirements of Treasury Regulations section 1.409A-1(b)(5)(v)(D) so as to not result in the grant of a new stock right or otherwise result in the loss of the applicable exemption from Section 409A of the Code and, in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the corresponding Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations thereunder (“Section 424(a) of the Code409A”).

Treatment of Company Equity Awards. (a) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 3.04(d2.4(c)), each Company Option (whether vested or unvested) shall cease to represent the right to purchase shares of Company Common Stock Shares and shall be canceled in exchange for an option options to purchase a number of shares of Acquiror Common Stock Dragoneer Shares under the Acquiror Dragoneer Incentive Equity Plan (each, a “Rollover Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (ii) the Exchange Ratioin an amount, at an exercise price per share (rounded up and subject to such terms and conditions, in each case, as set forth on the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Exchange RatioAllocation Schedule. Subject to the immediately preceding sentence, each Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for (xi) terms rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares of Company Common Stock that could become exercisable, solely with respect exercisable subject to any Company Option exchanged for a Rollover Option as contemplated in this Section 3.04(a)the options) and (yii) such other immaterial administrative or ministerial changes as the Acquiror Dragoneer Board following the Effective Time (or the compensation committee of such Acquiror the Dragoneer Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code andCode. In addition, in each holder of Company Options (whether vested or unvested) as of the case date of any this Agreement will have the right to receive, with respect to each Company Common Share issuable pursuant to such holder’s Company Options as of immediately prior to the Effective Time, a number of Dragoneer Shares issuable as Company Earnout Shares pursuant to Section 2.7; provided that if such holder’s employment or service with the Surviving Company or its Affiliate terminates prior to the later of (1) the vesting date of the applicable Company Option to which Section 422 and (2) the occurrence of the Code appliesa Company Triggering Event, the exercise price right of such holder to receive his or her applicable number of Company Earnout Shares will be forfeited, and such forfeited number of Company Earnout Shares shall be allocated pro rata among the Company Shareholders and the number other holders of shares of Acquiror Common Stock purchasable Company Options entitled to receive Company Earnout Shares pursuant to the corresponding Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code2.7.