Treatment of Company Options and Company RSUs. (a) At the Effective Time, each Company Option that is outstanding and vested immediately prior to the Effective Time (after taking into account any accelerated vesting that may occur in connection with the transactions contemplated by this Agreement or pursuant to Section 2.13(c) below) shall be cancelled as of immediately prior to the Effective Time and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock for which such Company Option was vested and exercisable immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Amount over the exercise price per share of such Company Option (the “Option Consideration”). Payments of the Option Consideration to employees and former employees of the Company (including payments in respect of distributions of amounts from the General Escrow Fund, Working Capital Escrow Fund and the Shareholder Representative Expense Fund) shall be remitted through the payroll system of the Company. Each former holder of a cancelled Company Option shall be entitled to receive in exchange therefor the Option Consideration less the portions of such cash amount to be deposited in the General Escrow Fund, Working Capital Escrow Fund and the Shareholder Representative Expense Fund pursuant to Section 2.08(d). Notwithstanding anything herein to the contrary, each Company Option with a per share exercise price that is greater than or equal to the Per Share Amount that is outstanding as of immediately prior to the Effective Time shall be terminated and cancelled at the Effective Time without consideration therefor.
Treatment of Company Options and Company RSUs. (a) As of the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive an option under the Equity Incentive Plan relating to shares of Domesticated Acquiror Common Stock, with such option having substantially the same terms and conditions as were applicable to such Company Option under the Company Incentive Plan or the applicable award agreement, as in effect immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror Option”) except that (a) such Acquiror Option shall relate to that whole number of shares of Domesticated Acquiror Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option, multiplied by the Exchange Ratio, and (b) the exercise price per share for each such Acquiror Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code.
Treatment of Company Options and Company RSUs. (i) 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 3.3(a)(ii) and in the case of Pioneer, Section 3.3(c)), each Company Option (whether vested or unvested) shall cease to represent the right to purchase Company Common Shares, shall be assumed by Pioneer and shall be cancelled in exchange for options to purchase Pioneer Shares (each such Company Option, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions determined as set forth below. Each Rollover Option shall (i) be exercisable for, and represent the right to purchase, a number of Pioneer Shares (rounded down to the nearest whole share) equal to (A) the number of Company Common Shares subject to the corresponding Company Option as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio and (ii) have an exercise price per Pioneer Share (rounded up to the nearest whole cent) subject to such Rollover Option equal to (A) the exercise price per Company Common Share applicable to the corresponding Company Option as of immediately prior to the Effective Time, divided by (B) the Exchange Ratio (such number of Pioneer Shares resulting from the conversion of all of the Rollover Options, the “Converted Rollover Option Shares”). 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 as of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other immaterial administrative or ministerial changes as the Pioneer Board (or the compensation committee of the Pioneer 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 (x) for any Rollover Option that is an Incentive Stock Option, the requirements of Section 424 of the Code and (y) in each case, the requirements of Section 409A of the Code.
Treatment of Company Options and Company RSUs. (a) Immediately prior to the Effective Time, all outstanding Company Options shall be accelerated and become fully vested. At the Effective Time, all of the Company Options outstanding immediately prior to the Effective Time will, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be assumed by SPAC, and each such Company Option shall be converted into an option to purchase SPAC Class A Shares (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to the same terms and conditions (including the terms and conditions set forth in the Company Option Plan, as amended, and the applicable option agreement) as were applicable to such Company Option immediately before the Effective Time (including expiration date and exercise provisions), except that: (i) each Converted Option shall be exercisable for that number of SPAC Class A Share equal to the product (rounded down to the nearest whole number) of (A) the number of Company Ordinary Shares subject to the Company Option immediately before the Effective Time multiplied by (B) the Equity Exchange Ratio; and (ii) the per share exercise price for each SPAC Class A Share issuable upon exercise of the Converted Option shall be equal to the quotient obtained by dividing (A) the exercise price per Company Ordinary Share of such Company Option immediately before the Effective Time by (B) the Equity Exchange Ratio. Without derogating from the generality of the foregoing, with respect to Converted Options substituting any Company Option that is a Section 102 Option, consistent with the terms of the Israeli Option Tax Ruling (i) such Converted Options shall continue to be classified under the same tax arrangement and (ii) such Converted Options shall be deposited with the Section 102 Trustee in accordance with the provisions of Section 102 and the Israeli Option Tax Ruling.
Treatment of Company Options and Company RSUs. (a) At the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is less than the Merger Consideration (each, an “In the Money Option”), shall be cancelled and the holder thereof shall be entitled to receive a cash payment equal to (A) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting).
Treatment of Company Options and Company RSUs. (a) Each Company Option that is then outstanding as of immediately prior to the Offer Acceptance Time shall accelerate and become fully vested and exercisable effective immediately prior to the Offer Acceptance Time. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Option that is then outstanding and unexercised shall be cancelled and be converted into the right to receive an amount in cash, rounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the total number of Shares subject to such fully vested Company Option immediately prior to the Effective Time and (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option, which amount shall be paid in accordance
Treatment of Company Options and Company RSUs. (a) Prior to the Effective Time, the Company may, in its discretion, accelerate the exercisability of any Company Option. At the Effective Time, each Company Option that is then outstanding and unexercised shall be cancelled and converted into the right to receive a cash payment equal to (A) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share with respect to such Company Option, multiplied by (B) the total number of Shares subject to such Company Option immediately prior to the Effective Time (without regard to vesting). For the avoidance of doubt, each Company Option with an exercise price that is equal to or greater than the Merger Consideration shall be canceled without any consideration to the holder thereof.
Treatment of Company Options and Company RSUs. (a) Each Company Option that is outstanding as of immediately prior to the Offer Acceptance Time shall automatically accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Offer Acceptance Time. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, each Company Option which has a per share exercise price that is less than the Cash Amount (each, an “In the Money Option”) that is then outstanding and unexercised as of immediately prior to the Effective Time shall be cancelled and converted into the right to receive both (i) an amount in cash equal to the product of (A) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (B) the excess, if any, of (x) the Cash Amount over (y) the exercise price payable per Share under such Company Option, which amount shall be paid in accordance with Section 3.8(d), and (ii) one (1) CVR for each Share subject to such In the Money Option immediately prior to the Effective Time (collectively, the “In the Money Option Consideration”).
Treatment of Company Options and Company RSUs. (a) At the Effective Time, each outstanding option to purchase shares of Common Stock (a “Company Option”) granted pursuant to the Company’s 2005 Omnibus Incentive Plan (as amended, restated, modified or supplemented from time to time, the “Company Stock Plan”), whether vested or unvested, that is outstanding immediately prior to the Effective Time, unless otherwise agreed to in writing by Parent and the holder of such Company Option, shall automatically be terminated at the Effective Time and converted into the right of the holder thereof to receive, in full satisfaction of the Company’s obligations with respect to any such Company Option, as of the Effective Time, an amount in cash (subject to any applicable withholding Taxes) equal to the product of (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Option and (y) the number (determined without reference to vesting requirements or other limitations on exercisability) of shares of Common Stock issuable upon exercise of such Company Option (the “Option Consideration”). Any Company Option that is outstanding immediately prior to the Effective Time and has an exercise price that is equal to or greater than the Merger Consideration shall expire upon the Effective Time without being converted into the right to receive any consideration in respect thereof.
Treatment of Company Options and Company RSUs. (i) No Company Option shall be assumed or otherwise replaced by Parent. Immediately prior to the Effective Time, and conditioned on the consummation of the First Step Merger, each Company Option (whether vested or unvested and regardless of the exercise price thereof) shall be cancelled and each holder of a Company In the Money Option shall automatically (without any further action required of such holder) be entitled to the right to receive a cash payment in an amount equal to the product of (1) the number of shares of Company Common Stock underlying all Company In the Money Options held by such holder immediately prior to the Effective Time, multiplied by (2) the Common Per Share Consideration, and minus (3) the aggregate amount necessary to exercise all of the Company In the Money Options held by such holder (the “Option Merger Consideration”). The payment of the Option Merger Consideration to a holder of a Company In the Money Option shall be reduced by any income or employment Tax withholding required under the Code or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable holder of the Company In the Money Option.
