Common use of Assumption, Contribution and Subscription Clause in Contracts

Assumption, Contribution and Subscription. The parties hereby agree that the following transactions shall occur and be deemed effective as follows: (a) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the number and class of Shares (if any) set forth under the caption “Equity Contribution Shares” in the final version of Schedule 1 in exchange for the Equity Contribution by the Investor of the Rollover Shares. (b) Immediately following the consummation of the Merger, on the terms and conditions set forth herein, Parent shall assume the Company’s obligations with respect to the Rollover Options (if any) set forth under the caption “Rollover Options” in the final version of Schedule 1 and the terms of such Rollover Options shall be amended as follows: (i) such that, after giving effect to such amendments, the number of option shares and exercise price per option share of such options shall be as set forth under the caption “Amended Options” in the final version of Schedule 1; (ii) to provide (if not already provided) for the exercise price of such option to be paid by one or more certificates evidencing Shares of any class owned by Investor immediately prior to such exercise, together with a duly executed stock power tendering such Shares with an aggregate fair market value on the date on which the applicable exercise notice is given equal to the aggregate exercise price set forth in such exercise notice; provided that such Shares have been held by Investor for at least six months (or such greater or lesser period required by Parent) or have such other characteristics as are necessary in order to prevent Parent or the Surviving Corporation from incurring an accounting charge on account of the use of such Shares to pay the purchase price (such Shares being referred to hereinafter as “Mature Shares”); and (iii) to provide (if not already provided) that, upon exercise, Investor may elect to satisfy any required income and employment tax withholding by having Parent (or any of its affiliates) withhold from the delivery of Common Shares upon such exercise a number of Common Shares with a fair market value (determined in the same manner as is used in computing the amount of gain reported upon such exercise for tax purposes) equal to the amount of such required withholding; provided, however, that with respect to the amendments described in clauses (ii) and (iii) above, if at the time of exercise of any Amended Option (x) the payment of the exercise price with Mature Shares or (y) the satisfaction of the applicable tax withholding by Parent (or its affiliates) withholding Common Shares would violate any provision of any debt agreement or other material agreement binding on Parent, the Surviving Corporation or any of their subsidiaries), then the applicable amendment shall not be effective as to such Amended Option at such time. The Amended Options shall be fully and immediately exercisable upon consummation of the transactions described in this Section 1.1(b). An example of the option assumption and amendment mechanics is set forth on Exhibit D hereto. (c) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the Cash Contribution Shares (if any) in the number and class set forth under the caption “Cash Contribution Shares” in the final version of Schedule 1 in exchange for the Cash Contribution by the Investor (if any). The contributions, subscriptions and amendments described in this Section 1.1 are hereinafter referred to as the “Transactions”).

Assumption, Contribution and Subscription. The parties hereby agree that the following transactions shall occur and be deemed effective as follows: (a) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the number and class of Shares (if any) set forth under the caption “"Equity Contribution Shares” " in the final version of Schedule SCHEDULE 1 in exchange for the Equity Contribution by the Investor of the Rollover Shares. (b) Immediately following the consummation of the Merger, on the terms and conditions set forth herein, Parent shall assume the Company’s 's obligations with respect to the Rollover Options (if any) set forth under the caption “"Rollover Options” " in the final version of Schedule SCHEDULE 1 and the terms of such Rollover Options shall be amended as follows: (i) such that, after giving effect to such amendments, the number of option shares and exercise price per option share of such options shall be as set forth under the caption “"Amended Options” " in the final version of Schedule SCHEDULE 1; (ii) to provide (if not already provided) for the exercise price of such option to be paid by one or more certificates evidencing Shares of any class owned by Investor immediately prior to such exercise, together with a duly executed stock power tendering such Shares with an aggregate fair market value on the date on which the applicable exercise notice is given equal to the aggregate exercise price set forth in such exercise notice; provided PROVIDED that such Shares have been held by Investor for at least six months (or such greater or lesser period required by Parent) or have such other characteristics as are necessary in order to prevent Parent or the Surviving Corporation from incurring an accounting charge on account of the use of such Shares to pay the purchase price (such Shares being referred to hereinafter as “Mature Shares”"MATURE SHARES"); and (iii) to provide (if not already provided) that, upon exercise, Investor may elect to satisfy any required income and employment tax withholding by having Parent (or any of its affiliates) withhold from the delivery of Common Shares upon such exercise a number of Common Shares with a fair market value (determined in the same manner as is used in computing the amount of gain reported upon such exercise for tax purposes) equal to the amount of such required withholding; provided, however, that with respect to the amendments described in clauses (ii) and (iii) above, if at the time of exercise of any Amended Option (x) the payment of the exercise price with Mature Shares or (y) the satisfaction of the applicable tax withholding by Parent (or its affiliates) withholding Common Shares would violate any provision of any debt agreement or other material agreement binding on Parent, the Surviving Corporation or any of their subsidiaries), then the applicable amendment shall not be effective as to such Amended Option at such time. The Amended Options shall be fully and immediately exercisable upon consummation of the transactions described in this Section 1.1(b). An example of the option assumption and amendment mechanics is set forth on Exhibit D hereto. (c) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the Cash Contribution Shares (if any) in the number and class set forth under the caption “Cash Contribution Shares” in the final version of Schedule 1 in exchange for the Cash Contribution by the Investor (if any). The contributions, subscriptions and amendments described in this Section 1.1 are hereinafter referred to as the “Transactions”).;

Assumption, Contribution and Subscription. The parties hereby agree that the following transactions shall occur and be deemed effective as follows: (a) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the number and class of Shares (if any) set forth under the caption “Equity Contribution Shares” in the final version of Schedule 1 in exchange for the Equity Contribution by the Investor of the Rollover Shares. (b) Immediately following the consummation of the Merger, on the terms and conditions set forth herein, Parent shall assume the Company’s obligations with respect to the Rollover Options (if any) set forth under the caption “Rollover Options” in the final version of Schedule 1 and the terms of such Rollover Options shall be amended as follows: (i) such that, after giving effect to such amendments, the number of option shares and exercise price per option share of such options shall be as set forth under the caption “Amended Options” in the final version of Schedule 1; (ii) to provide (if not already provided) for the exercise price of such option to be paid by one or more certificates evidencing Shares of any class owned by Investor immediately prior to such exercise, together with a duly executed stock power tendering such Shares with an aggregate fair market value on the date on which the applicable exercise notice is given equal to the aggregate exercise price set forth in such exercise notice; provided that such Shares have been held by Investor for at least six months (or such greater or lesser period required by Parent) or have such other characteristics as are necessary in order to prevent Parent or the Surviving Corporation from incurring an accounting charge on account of the use of such Shares to pay the purchase price (such Shares being referred to hereinafter as “Mature Shares”); and (iii) to provide (if not already provided) that, upon exercise, Investor may elect to satisfy any required income and employment tax withholding by having Parent (or any of its affiliates) withhold from the delivery of Common Shares upon such exercise a number of Common Shares with a fair market value (determined in the same manner as is used in computing the amount of gain reported upon such exercise for tax purposes) equal to the amount of such required withholding; provided, however, that with respect to the amendments described in clauses (ii) and (iii) above, if at the time of exercise of any Amended Option (x) the payment of the exercise price with Mature Shares or (y) the satisfaction of the applicable tax withholding by Parent (or its affiliates) withholding Common Shares would violate any provision of any debt agreement or other material agreement binding on Parent, the Surviving Corporation or any of their subsidiaries), then the applicable amendment shall not be effective as to such Amended Option at such time. The Amended Options shall be fully and immediately exercisable upon consummation of the transactions described in this Section 1.1(b). An example of the option assumption and amendment mechanics is set forth on Exhibit D hereto. (c) As of the Closing, on the terms and conditions set forth herein, Parent shall issue to Investor, the Cash Contribution Shares (if any) in the number and class set forth under the caption “Cash Contribution Shares” in the final version of Schedule 1 in exchange for the Cash Contribution by the Investor (if any). The contributions, subscriptions and amendments described in this Section 1.1 are hereinafter referred to as the “Transactions”).,