Assumptions of Options. At the Effective Time, Neoforma will assume all options to purchase Healthvision common stock outstanding at the Effective Time (the "HEALTHVISION OPTIONS") pursuant to Healthvision's 1999 Stock Incentive Plan ("1999 PLAN"). At the Effective Time, each Healthvision Option shall be converted into an option (a "NEOFORMA OPTION") to purchase that number of shares of Neoforma Common Stock that is equal to the number of shares of Healthvision Common Stock that could be purchased pursuant to such Healthvision Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with fractional shares being rounded down to the nearest whole share. The exercise price per share of Neoforma Common Stock purchasable under each Healthvision Option assumed and converted into a Neoforma Option shall be equal to the exercise price per share of Healthvision Common Stock under such Healthvision Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. No cash will be paid in lieu of fractional shares which are rounded down pursuant to this Section. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms of Healthvision Options will otherwise be unchanged. Continuous employment with Healthvision will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Neoforma agrees to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 for the shares of Neoforma Common Stock issuable with respect to assumed Healthvision Options as soon as is reasonably practicable after the Effective Time, and maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding, and will reserve a sufficient number of shares of Neoforma Common Stock for issuance upon exercise thereof.
Assumptions of Options. Effective at the Effective Time, ConSil will assume all the outstanding options (whether vested or unvested) to purchase Lumalite common stock listed on Schedule 1.7 (collectively, the "Lumalite Options"). Each Lumalite Option shall be converted into an option (a "ConSil Option"), to purchase that number of shares of ConSil Common Stock as set forth on Schedule 1.7. The exercise price per share of ConSil Common Stock purchasable under each such ConSil Option shall be equal to the exercise price per share set forth on Schedule 1.7. All of the other terms and conditions of each ConSil Option will be the same in all material respects to the corresponding Lumalite Option. There will be no acceleration of options as a result of the Merger and all options will continue to vest on the current schedule. ConSil may grant Lumalite employees additional options to purchase ConSil stock options under standard terms of any ConSil stock option and equity incentive plans then in effect.
Assumptions of Options. Effective at the Effective Time, Acquirer will assume all the outstanding options (whether vested or unvested) to purchase Target Common Stock listed on Item 2.3 (as described in Section 2.3(b) below) (collectively, the "Target Options"). Each Target Option shall be converted into an option (an "Acquirer Option"), to purchase that number of shares of Acquirer Common Stock that is equal to the number of shares of Target Common Stock that could be purchased pursuant to the Target Option immediately prior to the Effective Time multiplied by the Applicable Fraction (determined in accordance with Section 1.1.1 hereof), with fractional shares being rounded down to the nearest whole share. The exercise price per share of Acquirer Common Stock purchasable under each such Acquirer Option shall be equal to the exercise price per share of Target Common Stock under the corresponding Target Option divided by the Applicable Fraction, rounded up to the nearest tenth of a cent. All of the other terms and conditions of each Acquirer Option will be the same in all material respects to the corresponding Target Option, except as otherwise expressly provided in the Employment Agreements (as defined below). No cash will be paid in lieu of fractional shares which are rounded down pursuant to this Section.
