Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesacquire Company Common Stock (collectively, the “Company Options”) granted under the Globix Corporation 2003 Stock Option Plan, the Neon Communications, Inc. 2003 Directors’ Stock Option Plan, as amended, and the Neon Communications, Inc. Stock Incentive Plan, as amended (collectively, the “Company Stock Option Plans”) shall be canceled and extinguished, and the holder thereof, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive, promptly following the Effective Time, from the Surviving Corporation with respect to each share of Company Common Stock issuable under such cancelled Company Option immediately prior to the Effective Time (regardless of whether or not then such Company Options are vested and exercisable), shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount (the “Option Amount”) in cash equal to the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the per Share applicable exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt per share of the Option ConsiderationCompany Option, less any withholding taxes as described in Section 1.7(e) and without interest. After the stock option or warrant Effective Time, holders of canceled Company Options shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all have no further rights the holder had or may have had in respect of such stock option or warrantcanceled Company Options except the right to receive the Option Amount provided by this Section 1.6(a). Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents Board of Directors or releases from holders committee of stock options the Company, as applicable, will adopt such resolutions and warrants and to will take all such other lawful action actions as may be necessary reasonably required to give effect to effectuate the transactions actions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.6(a). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in without paying any other plan, program consideration or arrangement providing for the issuance incurring any debts or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary obligations on behalf of the Company or the Surviving Corporation and other than the right to terminate all such plans, programs or arrangementsreceive the Option Amount provided by this Section 1.6(a).

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesCompany Shares (a "Company Stock Option") granted under the Company's plans identified in Section 1.4 of the Disclosure Schedule (as defined in the introductory clause to Article 3 below) as being the only compensation or benefit plans or agreements pursuant to which Company Shares may be issued (collectively, the "Company Stock Option Plans"), whether vested or not then exercisablevested, shallshall be deemed assumed by Parent and shall thereafter be deemed to constitute an option to acquire, in settlement thereof, except on the same terms and conditions (including any provisions for acceleration) as were applicable under such Company Stock Option prior to the extent otherwise agreed to by Effective Time (in accordance with the holder past practice of the option or warrantCompany with respect to interpretation and application of such terms and conditions), the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share Shares subject to such stock option or warrant an amount in cash Company Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at a price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to (a) the excess, if any, exercise price per Company Share otherwise purchasable pursuant to such Company Stock Option divided by (b) the Exchange Ratio. The parties intend that the conversion of the Company Stock Options hereunder will meet the requirements of section 424(a) of the Code and this Section 1.4(a) shall be interpreted consistent with such intention. Subject to the terms of the Company Stock Options and the documents governing such Company Stock Options, the Merger Consideration over the per Share will not terminate or accelerate any Company Stock Option or any right of exercise, vesting or repurchase relating thereto with respect to Parent Common Stock acquired upon exercise price of such stock option or warrant (such amount being hereinafter referred assumed Company Stock Option. Holders of Company Stock Options will not be entitled to as acquire Company Shares after the "Option Consideration")Merger. Upon receipt of the Option ConsiderationIn addition, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior prior to the Effective Time, the Company shall use its best efforts will make any amendments to obtain all necessary consents the terms of such stock option or releases from holders of stock options and warrants and to take all such other lawful action as may be compensation plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements1.4.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each outstanding Company Option and Company Warrant shall be canceled, and each holder of a then outstanding option or warrant to purchase Shares, any such Company Option and Company Warrant whether or not then exercisable, shall, vested or exercisable shall receive in settlement consideration thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option Company Option or warrant Company Warrant, an amount (subject to any applicable withholding tax) in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option Company Option or warrant (such amount being hereinafter referred Company Warrant. The Boards of Directors of each of Parent, Merger Sub and the Company shall take all reasonable and necessary actions in order that, with respect to as the "Option Consideration"). Upon receipt any Person subject to Section 16(a) of the Option ConsiderationExchange Act, any such amounts can be paid without liability to such Person under Section 16(b) of the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any Exchange Act and all rights the holder had or may have had in respect of such stock option or warrantRule 16b-3(e) promulgated thereunder. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases releases, in form and substance satisfactory to Parent, from holders of stock options Company Options under the Company Stock Option Plans and warrants Company Warrants and to take all such other lawful action as may be Table of Contents necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders)2.9. Except as otherwise agreed to by the parties, (i) the The Company Stock Option Plans and Company Warrants shall terminate, effective terminate as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to Subsidiary thereof shall be canceled as of the Effective Time Time, and (ii) the Company shall use its reasonable efforts take all action necessary to ensure that following the Effective Time no participant in the Company Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation Subsidiary thereof and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, any Company Stock Options or warrants exercisable for Company Stock, which are outstanding as of the date hereof and have not expired as of the Effective Time, shall be assumed by Acquiror and converted into options or warrants, as the case may be, such that each holder of a then outstanding Company Stock Option shall be converted into an option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by such shares of Acquiror Stock as the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount thereof would have received in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of had such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior been exercised prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect at an aggregate purchase price equal to the transactions contemplated by this aggregate purchase price applicable prior to such conversion; provided, however, that in the case of any Company Stock Option to which Section 6.8 (except for such action that may require the approval 421 of the Company's stockholders)Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code to the effect that the number of shares shall be rounded down to the nearest whole share and the exercise price shall be rounded up to the nearest cent. Except as otherwise agreed provided above, the converted stock options or warrants, as the case may be, shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting, acceleration and exercise provisions) as were applicable to the Company Stock Options or warrants, as the case may be, immediately prior to the Effective Time. It is the intention of the parties that the options so assumed by the parties, (i) the Plans shall terminate, effective as of Acquiror qualify at the Effective Time and the Company shall use its reasonable efforts to cause the provisions as incentive stock options as defined in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect Section 422 of the capital Code to the extent such options qualified as incentive stock of options prior to the Company or any of its subsidiaries Effective Time. Within ten (10) business days after the Effective Time, Acquiror will issue to be canceled as of each person who immediately prior to the Effective Time and (ii) was a holder of an outstanding option under the Company shall use its reasonable efforts Stock Option Plan a document in form and substance satisfactory to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or evidencing the Surviving Corporation and to terminate all foregoing assumption of such plans, programs or arrangementsoption by Acquiror.

Stock Options and Warrants. Purchaser acknowledges that (a) Following the consummation execution of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Timethis Agreement, the Company shall use its reasonable best efforts to obtain cause all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of purchase Company Common Stock granted under the Company's stockholders1989 Incentive Stock Option Plan and the 1993 Incentive Stock Option Plan, each as amended (collectively, the "Stock Option Plans"), except for the options referred to in Schedule 3.6(a)(1) of the Company Disclosure Schedule (the "Specified Options"), to execute prior to the Effective Time an Option Relinquishment and Release Agreement (herein so called) in the form attached hereto as Exhibit 3.6(a)(2). Except As soon as otherwise agreed practicable after the Effective Time, JEDI and the Surviving Corporation shall cause the Paying Agent to by pay (via U.S. mail, postage prepaid) to such holders who have previously delivered an Option Relinquishment and Release Agreement the parties, cash amount equal to the product of (i) the Plans shall terminate, effective as number of the Effective Time and the shares of Company shall use its reasonable efforts Common Stock subject to cause the provisions in any other plan, program or arrangement providing for the issuance or grant such option (irrespective of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time whether such option is then exercisable) and (ii) the amount by which $8.00 exceeds the exercise or strike price per share of Company Common Stock subject to such option immediately prior to the Effective Time, less any required withholding taxes. In the event that an option holder fails to deliver an Option Relinquishment and Release Agreement prior to the Effective Time, such holder's options (the "Outstanding Options") shall, in accordance with the terms and conditions of the governing Stock Option Plan and the holder's stock option agreement(s), be converted without any action on the part of the holder thereof into the right to receive an amount equal to the Merger Consideration, upon the exercise of such holder's options in accordance with, and within the time period prescribed by, the applicable Stock Option Plan and the holder's stock option agreement(s). The Surviving Corporation shall use its reasonable efforts pay, or cause the Paying Agent to ensure pay (via U.S. mail, postage prepaid), to each holder of Outstanding Options the Merger Consideration, less any required withholding taxes, as promptly as practicable after receiving a valid exercise of such options by the holder thereof. To the extent that following options to purchase Company Common Stock are exercised by holders prior to the Effective Time, such holders shall receive Certificates evidencing the Shares underlying such options and may surrender such Certificates to the Paying Agent after the Effective Time no participant for payment in the Plans or other planscash, programs or arrangements shall have any right thereunder to acquire equity securities as provided in Article III hereof. As of the CompanyEffective Time, the Surviving Corporation or any subsidiary Specified Options shall be canceled without exercise and without payment of consideration and shall cease to exist, in accordance with the provisions of the Company or subscription agreement executed by the holders of such options relating to their equity ownership of the Surviving Corporation and to terminate all such plans, programs or arrangementsCorporation.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined a) The Company shall use reasonable efforts (without incurring any liability in the Plansconnection therewith) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Scheduleprovide that, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At at the Effective Time, (i) each holder of a then outstanding option to purchase shares of Common Stock (the "Options") granted either under any of the Company's stock option plans referred to in Section 2.2 hereof, each as amended (collectively, the "Option Plans") or not under any of the Option Plans, and each then outstanding warrant to purchase Sharesshares of Common Stock (the "Warrants"), in each case whether or not then exercisableexercisable or vested, shallshall be canceled and (ii) in consideration of such cancellation, in settlement thereof, except to the extent otherwise agreed to by the holder such holders of the option or warrant, the Company Options and the Purchaser, Warrants shall receive from the Company (from funds provided by Purchaser) for each Share share of Common Stock subject to such stock option Option or warrant Warrant an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Merger Consideration Common Per Share Amount over the per Share share exercise price of such stock option Option or warrant Warrant and (B) the number of shares of Common Stock subject to such Option or Warrant (such amount being hereinafter herein referred to as as, the "Option ConsiderationPrice" or the "Warrant Price"); provided that the Company shall obtain all necessary consents or releases from holders of Options and Warrants to effect the foregoing. Upon receipt of the Option ConsiderationPrice or the Warrant Price, as the case may be, the stock option or warrant respective Options and Warrants shall be canceled. The surrender of any stock option an Option or warrant Warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option Option or warrantWarrant. Prior to As promptly as practicable following the Effective Timeconsummation of the Merger, Parent shall provide the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be with the funds necessary to give effect to the transactions contemplated by satisfy its obligations under this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.10(a). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that With respect to all outstanding options or warrants (referred to collectively as the consummation of the Offer "Options" and the other Transactions will constitute individually as an "Event" (as defined Option") to purchase or to acquire Company Common Stock, a summary of which is included in the Plans) with respect to the options listed on Section 3.3 4.4 of the Company Disclosure Schedule and the other options specified (as defined in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions4.2(a) hereof) (except for any vested or unvested Options held by Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxx, which Purchaser acknowledges shall occur simultaneously with be canceled prior to the acceptance expiration date of the Offer so as without payment therefor (except for any payments to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Timebe made pursuant to their respective employment agreements)), each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to an Option which is surrendered by the holder of the option or warrant, the Company and the Purchaser, for cancellation shall be entitled to receive from the Company (from funds provided by Purchaser) Company, immediately prior to and conditioned upon the closing of the Offer, for each Share subject to such stock option or warrant share of Company Common Stock purchasable under each Option, an amount in cash in full cancellation of such Option equal to the excess, if any, excess of the Merger Consideration Cash Price over the per Share share exercise price of such stock option Option (or warrant (such greater amount as Merger Sub shall agree in writing), as such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall may be canceledreduced by any required withholding in accordance with applicable tax laws. The surrender of any stock option or warrant Company agrees to the Company in exchange for the Option Consideration shall be deemed a release of any and use all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best commercially reasonable efforts to obtain prior to the expiration date of the Offer written agreements of all necessary consents or releases from holders of stock options and warrants and Options legally binding such holders to take all cancellation of such other lawful action as may be necessary to give effect to Options consistent with the transactions contemplated by this Section 6.8 (except for such action that may require the approval foregoing. The Company's Board of Directors will adopt a resolution terminating the Company's stockholdersStock Incentive Plan, the Directors' Stock Compensation Plan, the 1988 Equity Appreciation Plan and the Employee Stock Purchase Plan (the "ESPP") (collectively, the "Plans"). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time Date; provided, however, that with respect to the ESPP, the parties agree as follows: (i) the Company's Board of Directors shall adopt a resolution providing that participating employees may not make additional contributions under the ESPP for any period after April 23, 1999 and the participating employees shall be entitled to purchase Company shall use its reasonable efforts to cause Common Stock under the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled ESPP as of the Effective Time closing of the Offer only with respect to contributions made through April 23, 1999, (ii) each participating employee in the ESPP shall be entitled to receive from the Company, immediately prior to and conditioned upon the closing of the Offer, the Cash Price for each share of Company Common Stock such employee is entitled to purchase under the ESPP in full settlement of such employees' rights and benefits under the ESPP and (iii) the actions set forth in subsections (i) and (ii) the Company above shall use its reasonable efforts not be deemed to ensure that following the Effective Time no participant in the Plans be a violation or breach of any other plans, programs or arrangements shall have any right thereunder to acquire equity securities provisions of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsthis Agreement.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesacquire Company Common Stock (collectively, the “Company Options”) granted under the Globix Corporation 2003 Stock Option Plan, the Neon Communications, Inc. 2003 Directors’ Stock Option Plan, as amended, and the Neon Communications, Inc. Stock Incentive Plan, as amended (collectively, the “Company Stock Option Plans”) shall be canceled and extinguished, and the holder thereof, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive, promptly following the Effective Time, from the Surviving Corporation with respect to each share of Company Common Stock issuable under such cancelled Company Option immediately prior to the Effective Time (regardless of whether or not then such Company Options are vested and exercisable), shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount (the “Option Amount”) in cash equal to the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the per Share applicable exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt per share of the Option ConsiderationCompany Option, less any withholding taxes as described in Section 1.7(e) and without interest. After the stock option or warrant Effective Time, holders of canceled Company Options shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all have no further rights the holder had or may have had in respect of such stock option or warrantcanceled Company Options except the right to receive the Option Amount provided by this Section 1.6(a) . Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents Board of Directors or releases from holders committee of stock options the Company, as applicable, will adopt such resolutions and warrants and to will take all such other lawful action actions as may be necessary reasonably required to give effect to effectuate the transactions actions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.6(a). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in without paying any other plan, program consideration or arrangement providing for the issuance incurring any debts or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary obligations on behalf of the Company or the Surviving Corporation and other than the right to terminate all such plans, programs or arrangementsreceive the Option Amount provided by this Section 1.6(a) .