definiens: within the meaning of Section 422 of the Code, shall, to the extent unvested, become fully vested and exercisableeffective no later than five Business Days prior to the Effective Time . At the Effective Time, by virtue of the Merger andwithout any further action on the part of the holders thereof or the parties hereto, each Company Stock Option shall becancelled and, in exchange therefor, each former holder of any such cancelled Company Stock Option shall be entitled toreceive, in consideration of the cancellation of such Company Stock Option and in settlement therefor, a payment in cash(subject to any applicable withholding or other Taxes required by applicable Law ) of an amount equal to the product of ( i ) thetotal number of shares of Company Common Stock subject to such Company Stock Option immediately prior to suchcancellation and ( ii ) the excess, if any, of the Merger Consideration over the exercise price per share subject to suchCompany Stock Option immediately prior to such cancellation ( such amounts payable hereunder being referred to as the ) . No Company Stock Option that, as of immediately prior to such cancellation, has an exercise price pershare that is equal to or greater than the Merger Consideration shall entitle the holder thereof to any payment with respect tosuch cancelled Company Stock Option . The Surviving Corporation shall instruct its payroll provider to make the OptionPayments no later than two Business Days after the Closing by a payroll payment and subject to withholding, if any, asdescribed in Section 4.8, to each holder of Employee Company Stock Options