Common use of Assumption of Obligations to Issue Stock Clause in Contracts

Assumption of Obligations to Issue Stock. (a) Simultaneously with the Merger, (i) each outstanding option or warrant to purchase or acquire a share of Company Common Stock under any Company Option Plan or otherwise shall, in accordance with the terms thereof, be converted into an option or warrant to purchase the number of shares of Acquiror Common Stock equal to the Exchange Ratio times the number of shares of Company Common Stock which could have been obtained prior to the Effective Time upon the exercise of each such option or warrant (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price for each such share of Company Common Stock (rounded up to the nearest whole cent) subject to such option or warrant divided by the Exchange Ratio, and all references in each such option or warrant to the Company shall be deemed to refer to Acquiror, where appropriate, and (ii) Acquiror shall assume the obligations of the Company under the Company Option Plans. The other terms of each such option or warrant and any Company Option Plans under which they were issued, shall continue to apply in accordance with their terms, including any provisions providing for acceleration. (b) Simultaneously with the Merger, each outstanding award (including restricted stock, stock equivalents and stock units) ("Company Award") under any employee incentive or benefit plans, programs or arrangements presently maintained by the Company or any Company Subsidiary which provide for grants of equity-based awards shall be amended or converted into a similar instrument of Acquiror, in each case with such adjustments to the terms of such Company Awards as are appropriate to preserve the value inherent in such Company Awards with no detrimental effects on the holders thereof. The other terms of each Company Award, and the plans or agreements under which they were issued, shall continue to apply in accordance with their terms, including any provisions providing for acceleration. (c) The Company and Acquiror agree that each of their respective employee incentive or benefit plans, programs and arrangements shall be amended, to the extent necessary and appropriate, to reflect the transactions contemplated by this Agreement, including, but not limited to the conversion of shares of Company Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Acquiror Common Stock on a basis consistent with the transactions contemplated by this Agreement. (d) Acquiror shall (i) reserve for issuance the number of shares of Acquiror Common Stock that will become subject to the benefit plans, programs, arrangements and warrants referred to in this Section 7.12 and (ii) issue or cause to be issued the appropriate number of shares of Acquiror Common Stock pursuant to such plans, programs, arrangements and warrants, upon the exercise or maturation of rights existing thereunder at the Effective Time or thereafter granted or awarded. (e) The parties will use their reasonable efforts to mutually agree with respect to the treatment of the Company Stock Purchase Plan in the Merger on terms not inconsistent with the Company Stock Purchase Plan or the terms of this Agreement; provided, however, that in no event may Company Common Stock be purchased under the Company Stock Purchase Plan after the Effective Time. (f) Acquiror agrees to file a registration statement on Form S-8 for the shares of Acquiror Common Stock issuable with respect to options under any Company Option Plan at or prior to the Effective Time and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement thereafter for as long as any of such options remain outstanding, to the same extent as Acquiror maintains the effectiveness of its existing Form S-8. (g) The Company hereby assigns all Repurchase Rights to the Surviving Corporation as of the Effective Time.