Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 2.01

Completion of Acquisition or Disposition of Assets.

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at the Effective Time, each option to purchase Common Stock granted under a Company equity incentive plan (each, a "Company Stock Option") with a per share exercise price less than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested (each, a "Company Cash-Out Stock Option"), was cancelled and, in exchange therefor, the holder of such Company Cash-Out Stock Option became entitled to receive (A) an amount in cash, without interest and less applicable tax withholdings, equal to the product of (1) the total number of shares subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (for Company Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full) multiplied by (2) the excess of the Closing Amount over the applicable exercise price per share under such Company Cash-Out Stock Option and (B) one CVR for each share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting);

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at the Effective Time, each Company Stock Option having an exercise price equal to or greater than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled for no consideration;

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at the Effective Time, each restricted stock unit granted under a Company equity incentive plan (each, a "Company RSU") that was outstanding, and unvested, or vested but not yet settled, in each case immediately prior to the Effective Time, was cancelled and, in exchange therefor, the holder of such Company RSU became entitled to receive (A) an amount in cash, without interest and less applicable tax withholdings, equal to the product of (1) the total number of shares subject to such Company RSU immediately prior to the Effective Time multiplied by (2) the Closing Amount and (B) one CVR for each share of Common Stock subject to such Company RSU immediately prior to the Effective Time (without regard to vesting); and

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each Company equity incentive plan and award agreement thereunder was terminated effective as of the Effective Time.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.