Common use of Company Plans Clause in Contracts

Company Plans. (a) Immediately prior to the Effective Time, each outstanding employee stock option to purchase Shares (a "Company Option") granted under the -------------- Company's 1988 Stock Option Plan, the Company's 1996 Incentive Stock Plan and granted as certain executive and director non-statutory options (collectively, "Option Plans and Awards"), shall be surrendered to the Company and shall be ------------------------ forthwith cancelled and the Purchaser shall provide the Company with funds sufficient to pay to each holder of a Company Option, by check, an amount equal to (i) the product of the number of the Shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option. Prior to the Closing, the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation and payment in consideration for the Company Options described in this Section 2.4(a). The Company shall withhold all income or other taxes as required under applicable law prior to distribution of the cash amount received under this Section 2.4(a) to the holders of Company Options. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Company's Option Plans and Awards shall terminate as of the Effective Time and 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 shall be deleted as of the Effective Time and no holder of Company Options or any participant in the Option Plans and Awards or any other plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Plans. (a) Immediately On the expiration date of the Offer, immediately prior to the Effective Timeacceptance for payment of Shares pursuant to the Offer, each outstanding employee stock option to purchase Shares (a "Company Option") granted under any stock option or compensation plan or arrangement of the -------------- Company's 1988 Stock Option Plan, the Company's 1996 Incentive Stock Plan and granted as certain executive and director non-statutory options Company or its Subsidiaries (collectively, the "Option Plans and AwardsPlan"), shall be surrendered to the Company and shall be ------------------------ forthwith cancelled canceled and the Purchaser Company shall provide the Company with funds sufficient to pay to each holder of a Company Option, by check, an amount equal to (i) the product of the number of the Shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option. Prior to the Closing, the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation and payment in consideration for the Company Options described in this Section 2.4(a). The Company shall withhold all income or other taxes as required under applicable law prior to distribution of the cash amount received under this Section 2.4(a) to the holders of Company Options. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Company's Option Plans and Awards Plan shall terminate as of the Effective Time and 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 shall be deleted as of the Effective Time and no holder of Company Options or any participant in the Option Plans and Awards Plan or any other plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Plans. (a) Immediately On the expiration date of the Offer, immediately prior to the Effective Timeacceptance for payment of Shares pursuant to the Offer, each outstanding employee stock option to purchase Shares (a "Company Option") granted under the -------------- Company's 1988 1991 Stock Option Plan, the Company's 1996 Incentive Stock Plan and granted as certain executive and director nonthe 1989 Non-statutory options qualified Stock Option Plan (collectively, "Option Plans and AwardsPlans"), shall be surrendered to the Company and shall be ------------------------ forthwith cancelled and the Purchaser Company shall provide the Company with funds sufficient to pay to each holder of a Company Option, by check, an amount equal to (i) the product of the number of the Shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option. Prior to the Closing, the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation and payment in consideration for the Company Options described in this Section 2.4(a). The Company shall withhold all income or other taxes as required under applicable law prior to distribution of the cash amount received under this Section 2.4(a) to the holders of Company Options. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Company's Option Plans and Awards shall terminate as of the Effective Time and 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 shall be deleted as of the Effective Time and no holder of Company Options or any participant in the Option Plans and Awards or any other plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Plans. (a) Immediately prior With respect to the Effective Time, each outstanding employee stock option to purchase Shares (a an "Company Employee Option") granted under the -------------- Company's 1988 1995 Stock Option Plan (the "Stock Option Plan, the Company's 1996 Incentive Stock Plan and granted as certain executive and director non-statutory options (collectively, "Option Plans and Awards"), shall be surrendered the Company shall, effective as of immediately prior to the Company Effective Time, and shall be ------------------------ forthwith cancelled and subject to the Purchaser shall provide consent, if required, of the Company with funds sufficient to pay to each holder of a Company such Employee Option, by check, an amount equal to (i) cause each Employee Option, whether or not then exercisable or vested, to become fully exercisable and vested, (ii) cause each Employee Option that is then outstanding to be cancelled and (iii) in consideration of such cancellation, pay to such holder of an Employee Option an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Consideration over the exercise price of each such Employee Option and (B) the number of the Shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option. Prior previously subject to the Closing, the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation and payment in consideration for the Company Options described in this Section 2.4(a). The Company shall withhold all income or other taxes as required under applicable law Employee Option immediately prior to distribution its cancellation (such payment to be net of the cash amount received under this Section 2.4(a) to the holders of Company Optionswithholding taxes). (b) Except as may be otherwise agreed to by the Parent or the Purchaser and the Company, the Company's Stock Option Plans and Awards Plan shall terminate as of the Effective Time and 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 subsidiaries shall be deleted as of the Effective Time and no holder of Company Employee Options or any participant in the Stock Option Plans and Awards Plan or any other plans, programs or arrangements shall have any rights right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Plans. (a) Immediately prior to On the Effective TimeOffer Closing Date, each outstanding employee stock option to purchase Shares shares (a "Company Option") granted under the -------------- Company's 1988 Stock Option Plan, the Company's 1996 1994 Incentive Stock Plan and granted as certain executive and director non-statutory options or Incentive Stock Option Plan (collectively, the "Option Plans and AwardsPlan"), ) shall be surrendered converted into the right to the Company and shall be ------------------------ forthwith cancelled and the Purchaser shall provide the Company with funds sufficient to pay to each holder of a Company Option, by check, receive an amount equal to (i) the product of the number of the Shares shares which are issuable upon exercise of such Company Option, multiplied by the Offer Price, less (ii) the aggregate exercise price of such Company Option, provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such payment shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Prior The Company shall take all necessary action prior to the Closing, Offer Closing Date to facilitate the Company shall use its best efforts to take all actions (including, without limitation, soliciting any necessary consents from the holders of the Company Options) required to effect the matters set forth in this Section 2.4, including the surrender, cancellation conversion and payment in consideration for the Company Options described in this Section 2.4(a)1.5. The Company shall withhold all income or other taxes as required under applicable law prior to distribution of the cash amount received under this Section 2.4(a) 1.5 to the holders of Company Options. (b) Except as may be otherwise agreed to by Parent or the Purchaser and the Company, the Company's The Option Plans and Awards Plan shall terminate as of the Effective Time Offer Closing Date and 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 (except as disclosed on Schedule 3.2 to the Company Disclosure Schedule with respect to Casino Publishing Company) shall be deleted as of the Effective Time Offer Closing Date so that on and after the Offer Closing Date no holder of a Company Options or Option shall have any participant in the Option Plans and Awards option to purchase shares or any other plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of interest in the Company. (c) Prior to the Offer Closing Date, the Surviving Corporation Company shall deliver to Parent or any subsidiary thereofthe Sub an agreement from each holder of a Company Option agreeing to exchange his or her Company Options at the Offer Closing Date for the cash payment set forth in Section 1.5(a).