Common use of Option Payment Clause in Contracts

Option Payment. At the Effective Time, each then-outstanding Company Option shall be accelerated and become fully exercisable, as set forth in Section 13(a) of the Company Option Plan (or any other applicable plan or agreement) and shall be cancelled as follows: (i) in the case of a Company Option having a per share exercise price less than the Common Per Share Merger Consideration, such Company Option shall be cancelled in exchange for the right to receive from the Company for each share of Common Stock subject to such Company Option immediately prior to the Effective Time an amount (subject to any applicable withholding Tax) in cash equal to the product of (1) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time and (2) the amount by which the Common Per Share Merger Consideration exceeds the per share exercise price of such Company Option; or (ii) in the case any Company Option having a per share exercise price equal to or greater than the Common Per Share Merger Consideration, such Company Option shall be cancelled without the payment of cash or issuance of other securities in respect thereof. The cancellation of a Company Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Option. The aggregate amount paid or payable in respect of the cancellation of the Company Options as set forth in this Section 1.8 is referred to herein as the “Option Consideration.” The Company shall cause the Option Consideration, if any, to be disbursed through its payroll system, net of applicable Tax withholding, to the applicable recipients of such Option Consideration.

Option Payment. At the Effective Time, each then-outstanding Company Option shall be accelerated and become fully exercisableOption, as set forth in Section 13(a) of the Company Option Plan (or any other applicable plan or agreement) and shall be cancelled as follows: (i) in the case of a an Eligible Company Option having a per share exercise price less than the Common Per Share Merger ConsiderationOption, such Eligible Company Option shall be cancelled in exchange for the right to receive from a portion of the Company Merger Consideration for each share of Common Stock subject to such Company Option immediately prior to the Effective Time an amount (subject to any applicable withholding Taxtax) in cash equal to the product of (1) the number of shares of Common Stock subject to such Eligible Company Option immediately prior to the Effective Time and (2) the amount by which the Common Per Share Merger Consideration exceeds the per share exercise price of such Company Option; , or (ii) in the case any of each Company Option having a per share exercise price equal to or greater (other than the Common Per Share Merger ConsiderationEligible Company Options), such Company Option shall be cancelled without the payment of cash or issuance of other securities in respect thereof. The cancellation Company shall use commercially reasonable efforts to obtain prior to Closing, from each holder of a an Eligible Company Option as provided in the immediately preceding sentence shall be deemed Option, a release of any and all rights the holder thereof had or may have had in respect of such Eligible Company Option. Option in the form attached hereto as Exhibit N. The aggregate amount paid or payable in respect of the cancellation of the Eligible Company Options as set forth in this Section 1.8 1.12(a) is referred to herein as the “Option Consideration.” The As soon as practicable following the Closing, the Surviving Company shall cause make available Option Consideration for payroll processing and distribution among the Option Considerationholders of Eligible Company Options with each such payment being reduced by any income, if anyemployment or similar tax withholding required under the Code or any provision of state, to be disbursed through its payroll system, net of applicable local or foreign Tax withholding, to the applicable recipients of such Option Considerationlaw.

Option Payment. At Immediately prior to the Effective Time, any portion of any Company Option that is unvested shall, as to the portion that would vest as of December 31, 2019, vest in full, any remaining unvested Company Option shall be canceled, and each then-outstanding Company Option shall be accelerated and become fully exercisable, as set forth in Section 13(a) of the Company Option Plan (or any other applicable plan or agreement) and shall be cancelled as follows: : (i) in In the case of a Company Option having a per per-share exercise price less than the Common Per Per-Share Merger ConsiderationConsideration (calculated as of the Closing Date) for the Company Common Stock and related to which Buyer receives a duly executed Optionholder Acknowledgment (each a “Cash-Out Option”), such Company Option shall shall, to the extent then exercisable, be cancelled in exchange for the right to receive from the Company Surviving Corporation (A) for each share of Company Common Stock subject to such Company Option immediately prior issuable pursuant to the Effective Time Company Option, an amount (subject to any applicable withholding Tax) in cash equal to the product of (1) the number of shares of Company Common Stock subject issuable pursuant to such Company Option immediately prior to the Effective Time and (2) the amount by which the Common Per Per-Share Merger Consideration (calculated as of the Closing Date) exceeds the per per-share exercise price of such Company OptionOption and (B) such additional amounts as may be payable as Additional Merger Consideration or Earn-Out; or or (ii) in In the case of (A) any Company Option having a per per-share exercise price equal to or greater than the Common Per Per-Share Merger ConsiderationConsideration (calculated as of the Closing Date) or (B) any Company Option related to which no duly executed Optionholder Acknowledgment has been received by Buyer, such Company Option shall be cancelled without the payment of cash or issuance of other securities in respect thereof. The cancellation of a Company Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Option. The aggregate amount paid or payable in respect of the cancellation of the Company Options as set forth in this Section 1.8 is referred to herein as the “Option Consideration.” The Company shall cause the Option Consideration, if any, to be disbursed through its payroll system, net of applicable Tax withholding, to the applicable recipients of such Option Consideration.