Unvested Company Options. At the Effective Time, each outstanding Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation a Converted Cash Award equal in value to (A) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Unvested Company Option, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. For the avoidance of doubt, any Unvested 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 Unvested Company Option shall remain outstanding, and each former holder of an Unvested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Converted Cash Award in exchange for such Unvested Company Option in accordance with this Section 2.8(c)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.
Unvested Company Options. At the Closing, each then outstanding and unexercised Unvested Company Option shall by virtue of the Acquisition and without any action on the part of any holder thereof, be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of the calculations of the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately prior to the Closing (including any vesting and acceleration provisions, such that the vesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable to the Unvested Company Option). The Unvested RSUs shall, to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option. The shares of Parent Common Stock underlying the Unvested RSUs will be, as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from the roll over of Unvested Company Options that are subject to Section 102 shall continue to be held by the 102 Trustee in accordance with the agreement with the 102 Trustee, applicable Law (...
Unvested Company Options. At the Closing, each Company Option that is outstanding as of immediately prior to the Closing and is not covered by Section 2.03(d), will, without any action on the part of Parent, Buyer, the Company, the holder thereof, or any other Person, be converted into an option to purchase, subject to the same terms and conditions as applied to such Company Option (including the same vesting schedule and terms regarding acceleration and forfeiture upon termination of employment or service) immediately prior to the Closing, a number of shares of common stock (rounded down to the nearest whole share) of Parent equal to (w) the number of Shares subject to such Company Option immediately prior to the Closing, multiplied by (x) the Equity Award Adjustment Ratio, with an exercise price per share (rounded up to the nearest whole cent) equal to (y) the exercise price per Share for which such Company Option was exercisable immediately prior to the Closing, divided by (z) the Equity Award Adjustment Ratio. Notwithstanding anything herein to the contrary, to the extent applicable, the exercise price and the number of shares of Parent common stock purchasable pursuant to the Company Options shall be determined in a manner consistent 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 Parent common stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
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. At the Effective Time, each Unvested Company Option that is outstanding as of the Effective Time shall be immediately cancelled and no consideration shall be paid therefor.
Unvested Company Options. Except as otherwise agreed between Parent and the holder of a Company Option, at the Closing, each Company Option that is outstanding and unvested 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 a stock option award (an “Adjusted Option”), with substantially the same terms and conditions (including with respect to vesting) as were applicable to such Company Option immediately prior to the Closing, (i) with respect to a number of shares of Parent common stock that is equal to the product (rounded down to the nearest whole share) obtained by multiplying (x) the Exchange Ratio by (y) the total number of Shares subject to such Company Option as of immediately prior to the Closing and (ii) at an exercise price per share that is equal to the quotient (rounded up to the nearest cent) obtained by dividing (x) the exercise price per share of such Company Option (y) by the Exchange Ratio.
Unvested Company Options. No Unvested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders or recipients of Unvested Company Options, each Unvested Company Option that is outstanding immediately prior to the Effective Time shall be cancelled and extinguished for no consideration and shall cease to exist.
Unvested Company Options. Prior to the Closing, the Company shall take all necessary action so that each Company Option that is not a Vested Company Option shall be cancelled at the Effective Time for no consideration and shall thereafter be of no further force and effect.
Unvested Company Options. The Company has taken all actions necessary to cancel each Unvested Company Option without consideration. For the avoidance of doubt, no outstanding Unvested Company Option shall be assumed by Buyer or any of its Affiliates.
Unvested Company Options. (1) Subject to the terms and conditions of this Agreement, at the Effective Time, each Unvested Company Option that is issued and outstanding immediately prior to the Effective Time shall, be assumed and converted into an option to purchase a number of shares of Parent Common Stock (each, an “Adjusted Option”), on the same terms and subject to the same conditions as were applicable to such Unvested Company Option immediately prior to the Closing (including, without limitation, the same vesting schedule and any acceleration provisions associated therewith), equal to the product of (i) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Closing multiplied by (ii) the Exchange Ratio, with any resulting fractional shares rounded down to the next lower whole number of shares. The exercise price per share of such Adjusted Option shall be equal to the quotient of (A) the exercise price per share of Company Common Stock subject to such Unvested Company Option immediately prior to the Closing divided by (B) the Exchange Ratio, with any fractional cent rounded up to the next higher number of whole cents. The exercise price per share of any such Adjusted Option and the number of shares of Parent Common Stock relating to any such Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code.
