Common use of Company Options and Warrants Clause in Contracts

Company Options and Warrants. (a) At the Effective Time, each outstanding employee or non-employee stock option, right or warrant to purchase shares of Company Common Stock (each, an "OUTSTANDING COMPANY STOCK OPTION") granted under any employee stock option, compensation, stock purchase or other option plan, agreement or arrangement of the Company (the "COMPANY STOCK PLANS"), whether or not then vested or exercisable, shall, without any action on the part of the holder of any Outstanding Company Stock Option, be converted into options to purchase (at the same exercise price applicable to each such Outstanding Company Stock Option) their pro-rata portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such Outstanding Company Stock Option had been voluntarily exercised by the holder thereof for shares of Company Common Stock immediately prior to the Effective Time, at the exercise price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments to the instruments governing the rights of the Outstanding Company Stock Options and to obtain the consents of such holders to exercise such Outstanding Company Stock Options, at or prior to the Effective Time. (b) At the Effective Time, each full Outstanding Company Stock Option shall be deemed to entitle the holder thereof to an option (the "WIRELESS OPTION") to purchase, upon the same terms and at the applicable exercise price then in effect with respect to the Outstanding Company Stock Option, that number of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 77.5% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction, (i) the numerator of which shall be one, and (ii) the denominator of which shall be the Fully-Diluted Company Stock.

Company Options and Warrants. (a) At Each option to purchase Company Common Stock issued by the Company pursuant to its stock option plans or otherwise (a "Company Option") which is not exercised prior to the Merger Effective Time shall be converted into an option to acquire the same number of shares of Surviving Corporation Common Stock for the same exercise price (a "Surviving Corporation Option"). All other terms of the Surviving Corporation Options shall remain the same as those contained in the Company Options. The Company shall use its Reasonable Best Efforts to obtain, prior to the Merger Closing, the consent from each holder of a Company Option to the foregoing. (b) Warrants to acquire Company Common Stock or Company Preferred Stock (the "Warrants") in the amount specified in Section 6.2(m) hereof shall be exercised prior to the Merger Effective Time, each outstanding employee or non-employee stock option, . Any Warrants which are not exercised by the Merger Effective Time shall be converted into and represent the right or warrant to purchase receive (A) the number of shares of CMGI Common Stock determined by multiplying the CMGI Conversion Ratio by the number of shares of Company Common Stock into which each share of Company Preferred Stock (eachwhich would be issuable upon the exercise of such Warrant) is convertible immediately prior to the Merger Effective Time, an "OUTSTANDING COMPANY STOCK OPTION"rounded down to the nearest whole number, and (B) granted under any employee stock option, compensation, stock purchase or other option plan, agreement or arrangement the number of shares of Surviving Corporation Common Stock determined by multiplying the Company (the "COMPANY STOCK PLANS"), whether or not then vested or exercisable, shall, without any action on the part of the holder of any Outstanding Company Stock Option, be converted into options to purchase (at the same exercise price applicable to each such Outstanding Company Stock Option) their pro-rata portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such Outstanding Company Stock Option had been voluntarily exercised Preferred Ratio by the holder thereof for number of shares of Company Common Stock into which each share of Company Preferred Stock (which would be issuable upon the exercise of such Warrant) is convertible immediately prior to the Merger Effective Time, at the exercise price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments rounded up to the instruments governing the rights of the Outstanding Company Stock Options and to obtain the consents of such holders to exercise such Outstanding Company Stock Options, at or prior to the Effective Timenearest whole number. (b) At the Effective Time, each full Outstanding Company Stock Option shall be deemed to entitle the holder thereof to an option (the "WIRELESS OPTION") to purchase, upon the same terms and at the applicable exercise price then in effect with respect to the Outstanding Company Stock Option, that number of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 77.5% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction, (i) the numerator of which shall be one, and (ii) the denominator of which shall be the Fully-Diluted Company Stock.

Company Options and Warrants. (ai) At As soon as practicable following the Closing, but effective as of the Effective Time, each outstanding employee or non-employee stock option, right or warrant option to purchase shares of Company Common Stock granted under a Company equity incentive plan (eacheach such option, a “Company Option,” and collectively, the “Company Options,” and each such equity incentive plan, an "OUTSTANDING COMPANY STOCK OPTION"“Option Plan” and collectively, the “Option Plans”) granted under any employee stock option, compensation, stock purchase or other option plan, agreement or arrangement that is not vested and exercisable as of the Effective Time, shall be cancelled as of the Effective Time without any payment in respect thereof. (ii) Each outstanding Company (Option that is vested and exercisable at the "COMPANY STOCK PLANS"Effective Time shall be canceled as of the Effective Time in exchange for the right to receive, subject to Section 2.1(f), whether or not then vested or exercisable, shall, without any action on a lump sum cash payment equal to the part difference of (A) the product of (x) the appropriate portion of Allocable Portion of the holder Merger Consideration attributable to one share of any Outstanding Company Common Stock Option, be converted into options to purchase multiplied by (at y) the same exercise price applicable to each such Outstanding Company Stock Option) their pro-rata portion number of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such Outstanding Company Stock Option had been voluntarily exercised by the holder thereof for shares of Company Common Stock immediately prior subject to such option minus (B) the aggregate amount of the exercise prices payable in respect of such Option. Such payment, subject to the Effective Time, at the exercise price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments to the instruments governing the rights of the Outstanding Company Stock Options and to obtain the consents portion of such holders payment to exercise such Outstanding Company Stock Optionsbe placed in escrow pursuant to Section 2.1(f), at or prior to shall be made immediately following the Effective Time. (biii) At Each outstanding Warrant that is exercisable as of the Effective Time shall be canceled as of the Effective Time in exchange for the right to receive, subject to Section 2.1(f), a lump sum cash payment equal to the difference of (A) the product of (x) the appropriate Allocable Portion of the Merger Consideration attributable to one share of Company Common Stock multiplied by (y) the number of shares of Company Common Stock subject to such Warrant minus (B) the aggregate amount of the exercise prices payable in respect of such Warrant. Such payment, subject to the portion of such payment to be placed in escrow pursuant to Section 2.1(f), shall be made immediately following the Effective Time. (iv) Each outstanding Warrant that is not vested and exercisable as of the Effective Time, each full Outstanding Company Stock Option shall be deemed to entitle the holder thereof to an option (the "WIRELESS OPTION") to purchase, upon the same terms and at the applicable exercise price then in effect with respect to the Outstanding Company Stock Option, that number of shares of Initial Wireless Merger Stock cancelled as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 77.5% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction, (i) the numerator of which shall be one, and (ii) the denominator of which shall be the Fully-Diluted Company StockEffective Time without any payment in respect thereof.