Common use of Company Stock Options and Company Warrants Clause in Contracts

Company Stock Options and Company Warrants. Not later than immediately prior to the Effective Time, Company shall cause the Board of Directors of Company to adopt all resolutions, take all actions and obtain all consents necessary to provide that: (a) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (c) the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on the part of Company (except as otherwise expressly provided in this Agreement); and (d) no Person shall have any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options the cash payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consents.

Company Stock Options and Company Warrants. Not later than immediately prior to (a) At the Effective Time, Company shall cause the Board of Directors of Company each outstanding option to adopt all resolutions, take all actions and obtain all consents necessary to provide that: (a) all warrants to acquire shares of purchase Company Common Stock heretofore issued by the Company (“Company WarrantsStock Options”), whether vested or unvested, granted under the stock option plans or other equity-related plans of the Company identified on Section 2.3(a) of the Company Disclosure Letter (the “Company Stock Plans”) shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock be fully vested and cancelled and shall be converted in settlement and cancellation thereof, into solely represent the right to receivereceive from the Company in exchange, at the Effective TimeTime or as soon as practicable thereafter, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount in cash equal to the product of (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which subject to such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable Stock Option immediately prior to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment multiplied by the Surviving Corporation (the “Option Payment”) of an amount equal to (iii) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) . The Company shall pay to the number of shares holders of Company Common Stock for which such Options the cash payments described in this Section 2.3(a) at or as soon as reasonably practicable after the Effective Time, but in any event within ten (10) Business Days following the Effective Time. (b) The Company Stock Option Plans shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) terminate as of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (c) the Company Stock Plan shall terminateEffective Time, and any and all rights under any provision of provisions in any other plan, program or arrangement arrangement, including any Company Employee Plan, providing for the issuance or grant of any other interest with in respect to of the capital stock of the Company (other than the right to receive the payment contemplated by Sections 2.2(d), 2.3(a) or other equity interests of Company 2.3(c)) shall be canceled, effective cancelled as of the Effective Time, except that all administrative and other rights and authorities granted under the Company Stock Plans to the Company, the Company Board or any committee or designee thereof shall remain in effect and shall reside with the Company following the Effective Time. (c) At the Effective Time, by virtue of the Merger, each outstanding warrant or other right (other than Company Stock Options) to purchase shares of Company Common Stock (such outstanding warrants or other rights, the “Company Warrants”) outstanding immediately prior to the Effective Time shall by virtue of the occurrence of the Effective Time and without any liability action on the part of Company (except as otherwise expressly provided in this Agreement); and (d) no Person shall have any right under the Buyer, the Company Stock Plan or under any other planthe holder thereof, programbe cancelled and shall solely represent the right to receive from the Company in exchange, agreement at the Effective Time or arrangement with respect as soon as practicable thereafter, an amount in cash equal to equity interests the product of (i) the number of shares of Company (except as otherwise expressly provided in this Agreement) at and after Common Stock subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Common Stock Merger Consideration over the price per share of Company Common Stock subject to such Company Warrant. Reasonably promptly The Company shall pay to the holders of Company Warrants the cash payments described in this Section 2.3(c) at or as soon as reasonably practicable after the Effective Time, but in any event within ten (10) Business Days following the Surviving Corporation Effective Time. (d) The Buyer shall pay at all times from and after the Effective Time maintain sufficient liquid funds to satisfy its obligations to holders of Company Warrants Stock Options and Company Stock Options the cash payments specified in Warrants pursuant to this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consents2.3.

Company Stock Options and Company Warrants. Not later than (a) The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a "Company Stock Option") automatically becomes fully vested and exercisable upon consummation of the Offer (the "Trigger Event") pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company's payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Stock Option shall be cancelled and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under the Company Stock Plans or otherwise from and after the date hereof. (b) Prior to the Effective Time, the Board of Directors of the Company, or an appropriate committee of non-employee directors of Parent, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company to adopt all resolutions, take all actions and obtain all consents necessary to provide that: (a) all warrants to acquire shares who is a covered person of Company Common Stock heretofore issued by the Company (“if any) for purposes of Section 16 under the Exchange Act ("Section 16") of Shares or Company Warrants”Stock Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16. (c) shall cease to represent, as of At the Effective Time, a right to acquire shares of Company Common Stock and shall be converted in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which such each Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable outstanding immediately prior to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (c) the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Warrant, shall be converted into the right to receive an amount in cash, without interest, equal to (except as otherwise expressly provided in this Agreement); and a) the Warrant Consideration multiplied by (db) no Person shall have any right under the aggregate number of Shares into which the applicable Company Stock Plan or under any other plan, program, agreement or arrangement with respect Warrant was exercisable immediately prior to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably Any payment made pursuant to this Section 3.08(c) to the holder of any Company Warrant shall be reduced by any income Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Warrant for all purposes under this Agreement. The Company shall make the payments in respect of the Company Warrants as promptly as practicable following the cancellation of such Company Warrants as contemplated by this Section 3.08(c) by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant warrant holder and the surrender of such Company Warrant duly endorsed to the Company. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company's payment obligation under this Section 3.08(c) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Warrant shall be cancelled and all related agreements shall be terminated. The Company shall not grant any additional warrants, options or similar rights from and after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options the cash payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consentsdate hereof.

Company Stock Options and Company Warrants. Not later than At the Effective Time, each Company Option and Company Warrant that is then outstanding, whether under the Company Option Plans or otherwise, shall be treated as follows: (a) On or immediately prior to the Effective Time, each holder of an outstanding Company shall cause the Board of Directors of Company Option that is not fully exercised prior to adopt all resolutions, take all actions and obtain all consents necessary to provide that: (a) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to represent, as of the Effective Time, a right to acquire shares shall exercise the vested portion of such Company Common Stock and shall be converted in settlement and cancellation thereof, into Option for the right to receive, at the Effective Timewithout interest and subject to Sections 1.5(b) and 1.8(c), a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to the product of (i) the excess, if any, excess of (A) the per share Per Share Common Stock Merger Consideration Payment over (B) the exercise price per share of such Company Common Stock Option multiplied by (ii) the number of vested shares subject to such Company WarrantOption (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration pursuant to Section 1.6(a) shall be subject to and reduced by the amount of any withholding that is required under applicable law. Prior to the Effective Time, and subject to the review and approval of Parent, the Acquired Companies shall take all actions necessary to effect the transactions contemplated by this Section 1.6(a) under applicable law, the Company Option Plans and all Company Option agreements and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all notices required thereby. (b) At the Effective Time, subject to Section 4.14, each unvested Company Option held by a Continuing Employee that was granted under the Company’s 2004 Global Share Option Plan and is outstanding immediately prior to the Effective Time shall (each, an “Existing Option”) be replaced by a stock option to purchase Parent Common Stock in substitution therefor (a “Substitute Option”); provided, however, each Existing Option shall be converted into a non-qualified option to purchase the number of shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Existing Option immediately prior to the Effective Time multiplied by the Option Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Substitute Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Existing Option immediately prior to the Effective Time by the Option Conversion Ratio, rounded up to the nearest whole cent. Each Existing Option replaced by Parent under 1.6(b)(i) shall continue to have, and be subject to, the same vesting arrangements set forth in the applicable Company Option Plan and the applicable stock option agreement as are in effect immediately prior to the Effective Time. Prior to the issuance of a Substitute Option and as a condition to such issuance, each holder of an Existing Option shall sign an acknowledgment in a form provided by Parent that provides that the holder acknowledges the interpretation of the Company Option Plan under which such Existing Option was issued, acknowledges the determination of the Option Conversion Ratio is consistent with the applicable Company Option Plan under which the Existing Option was granted, acknowledges that the Substitute Option will be a non qualified stock option under the Code and acknowledges that such holder’s Existing Option satisfied all obligations or promises of the Acquired Companies to award such holder an option to purchase any securities of either Acquired Company or a right to be awarded such a security. Subject to Section 4.14, promptly after the Closing Date, Parent shall issue to each holder of a Substitute Option a document evidencing the foregoing substitution of such option by Parent. At the Effective Time, each Non-Substituted Option shall be terminated, without any consideration therefor. (c) At the Effective Time, each outstanding Company Warrant that is not exercised prior to the Effective Time shall be terminated in exchange for the right to receive, without interest and subject to Sections 1.5(b) and 1.8(a) and the escrow provisions of Sections 1.6(c) and 1.10, an amount equal to (A) the product of (i) the excess of the Per Share Closing Series C-1 Preferred Stock Payment over the exercise price per share of such Company Warrant multiplied by (ii) the number of shares of subject to such Company Warrant (on an as converted to Company Common Stock for which such Company Warrant shall not heretofore have been exercisedbasis), less plus (B) the twenty-two and four hundred and eighty-four thousandths percent (22.484%) product of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied product obtained by (ii) multiplying the number of shares of Company Common Stock for into which one share of Company Series C-1 Preferred Stock is convertible immediately prior to the Effective Time by the Per Share Escrow Fund Payment (as, when and if such disbursement is required to be made) and (ii) the number of shares subject to such Company Warrant (on an as converted to Company Common Stock Option shall not theretofore have been exercisedbasis) ((A) through (B) together, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) “Warrant Consideration”). At the Closing, an amount equal to the product of the Warrant Payment payable to Consideration multiplied by the Escrow Agent pursuant to Percentage shall be withheld from the Warrant Consideration and placed in the Escrow Fund in accordance with Section 1.11; (c) 1.10 and the Company Stock Plan shall terminateEscrow Agreement, and all rights under any provision will be released as, when and if such disbursements are required to be made. The right of any other plan, program or arrangement providing for holder of a Company Warrant to receive the issuance or grant Warrant Consideration shall be subject to and reduced by the amount of any other interest with respect withholding that is required under applicable law. Prior to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on and subject to the part review and approval of Company (except as otherwise expressly provided in Parent, the Acquired Companies shall take all actions necessary to effect the transactions contemplated by this Agreement); and (dSection 1.6(b) no Person shall have any right under applicable law and the Company Stock Plan or under any other planWarrants, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options the cash payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to including delivering all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consentsnotices required thereby.

Company Stock Options and Company Warrants. Not later than (a) At the Effective Time, as a result of the Merger and without any action on the part of the holder of any Company Stock Option (as hereinafter defined), each unexpired and unexercised option to acquire Company Common Stock outstanding immediately prior to the Effective TimeTime under the 1999 Plan (as hereinafter defined), Company shall cause the Board of Directors of Company to adopt all resolutions, take all actions and obtain all consents necessary to provide that: whether vested or unvested (a) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to represent, as of the Effective Timeeach, a right to acquire shares of "Company Common Stock and shall be converted in settlement and cancellation thereofOption" and, into collectively, the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“"Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested"), shall cease to represent, as automatically be canceled and each holder of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised, the right to receive from the Surviving Corporation a cash payment (less the twenty-two any amounts as are required to be deducted and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable withheld with respect to the Escrow Agent pursuant to Section 1.11; (c) making of such payment under the Company Stock Plan shall terminateCode, and all rights under or any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect Tax Law) in an aggregate amount equal to the capital difference, if any, between the Merger Consideration and the exercise price of such Company Stock Option as expressly stated in the 1999 Plan, stock option agreement or other equity interests of agreement (to the extent such difference is a positive number) (the "Option Consideration"). Company Stock Options with an exercise price equal to or greater than the Merger Consideration will be canceled without any consideration. The Option Consideration shall be canceledpaid promptly after the Closing Date, effective as of but in no event later than five (5) business days thereafter. (b) At the Effective Time, as a result of the Merger and without any liability action on the part of Company (except as otherwise expressly provided in this Agreement); and (d) no Person shall have the holder of any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants (as hereinafter defined), each outstanding and unexercised Company Stock Options Warrant will be automatically converted into the cash payments specified right to receive the Merger Consideration in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection accordance with the matters described in this Section 1.9terms of the warrant agreements pursuant to which such Company Warrants were issued. Without limitationNotwithstanding the foregoing, any Company shall provide ATMI Warrant with a reasonable opportunity an exercise price equal to review and comment on all such resolutions and consentsor greater than the Merger Consideration will be canceled without consideration.

Company Stock Options and Company Warrants. Not later than immediately prior to (a) Between the date of this Agreement and the Closing Date, the Company shall take all necessary action (which action shall be effective as of the Effective Time), Company shall cause including the Board of Directors adoption of Company to adopt all Board resolutions, take all actions if necessary, to (i) terminate the Company’s Stock Option Plan, and obtain all consents necessary to provide that: (aii) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to representcancel, as of the Effective Time, a right each option to acquire purchase shares of Company Common Stock granted under such Stock Option Plan or otherwise (each, a “Company Stock Option”) that is outstanding and shall be converted unexercised immediately prior to the Effective Time (in settlement and cancellation thereofeach case, into without the right creation of additional liability to receivethe Company or any Subsidiaries but subject to the terms of this Agreement, at including but not limited to Section 2.06(c) hereof). (b) As of the Effective Time, the obligations of the Company with respect to each outstanding warrant to purchase shares of Common Stock (each, a lump sum cash payment “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by the Surviving Corporation Corporation. (c) Each holder of a Company Stock Option that is outstanding and unexercised prior to the “Warrant Payment”) of Effective Time that has an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock that is less than the Per Share Consideration shall (subject to the provisions of this Section 2.06) be paid by the Paying Agent, in exchange for the cancellation of such Company WarrantStock Option, multiplied by an amount in cash (iisubject to any applicable withholding Taxes) the number of shares of Company Common Stock for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable equal to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares product of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) difference between the per share Common Stock Merger Per Share Consideration over (B) and the applicable exercise price per share of such Company Stock Option and (ii) the aggregate number of shares of Common Stock subject to issuable upon exercise of such Company Stock Option. Pursuant to action of the Company Board, multiplied by (ii) the number of shares of Company Common Stock for which such all unvested Company Stock Option shall not theretofore have been exercised, less Options will vest immediately prior to a change of control and the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (c) the cash payment for such vested Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall Options (if applicable) will be canceled, effective as of the Effective Time, without any liability determined based on the part of Company (except as otherwise expressly formula provided in this Agreement); and (d) no Person the previous sentence. The Paying Agent shall have any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect make payment to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options within five (5) days following the cash payments specified Closing Date by mailing certified or bank checks payable to such holders in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consentsnext day funds.

Company Stock Options and Company Warrants. Not later than (a) As of the Effective Time, each In-the-Money Company Stock Option (whether vested or unvested) that is outstanding as of immediately prior to the Effective TimeTime shall, Company shall cause the Board of Directors of Company to adopt all resolutions, take all actions and obtain all consents necessary to provide that: (a) all warrants to acquire shares of Company Common Stock heretofore issued by the Company (“Company Warrants”) shall cease to represent, as virtue of the Effective TimeMerger and without any action on the part of Parent, a right to acquire shares of Company Common Stock and shall Purchaser, Merger Sub, the Company, any Option Holder or any other Person, be converted cancelled in settlement and cancellation thereof, into exchange for the right to receivereceive a portion of the Merger Consideration, at the Effective Timewithout interest, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (iA) the excess, if any, of (A1) the per share Common Stock Merger Per Share Closing Cash Consideration over (2) the exercise price with respect to such In-the-Money Company Stock Option, (B) the Per Share Adjustment Consideration, (C) the Per Share Escrow Release Amount, (D) the Per Share Earn-Out Payments and (E) the Per Share Equityholders’ Representative Fund Release Amount, in each case, when, as and if payable pursuant to this Agreement. As of the Effective Time, each Company Stock Option that is not an In-the-Money Company Stock Option shall be cancelled for no consideration. (b) Parent and Purchaser agree that, to the extent permitted by the terms of the Company Stock Plan and the other Employee Plans, the Company may provide Option Holders with an opportunity to exercise price per share of no later than the date that is 10 Business Days prior to the Closing Date any outstanding Company Common Stock subject to Options (whether vested or unvested), so long as in each case (i) such Company Warrant, multiplied by (ii) the number of Stock Options are settled in shares of Company Common Stock (and not, for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be convertedclarity, in settlement cash or other property) and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock and each Option shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (c) the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on the part of Company (except as otherwise expressly provided Holder settle in this Agreement); and (d) no Person shall have any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options the cash payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain full their respective obligations in connection with such exercise, including by paying to the matters described in this Section 1.9. Without limitationCompany the applicable exercise price, Company shall provide ATMI with a reasonable opportunity no later than the date that is 10 Business Days prior to review and comment on all such resolutions and consentsthe Closing Date.

Company Stock Options and Company Warrants. Not later than immediately prior to (a) Between the date of this Agreement and the Closing Date, the Company shall take all necessary action (which action shall be effective as of the Effective Time), Company shall cause including obtaining the Board consent of Directors the individual option and warrant holders and the adoption of Company to adopt all Board resolutions, take all actions and obtain all consents necessary if necessary, to provide that: (ai) all warrants to acquire shares of Company Common terminate the Company’s Stock heretofore issued by the Company Option Plan, (“Company Warrants”ii) shall cease to representcancel, as of the Effective Time, a right each option to acquire purchase shares of Company Common Stock and shall be converted in settlement and cancellation thereof, into the right to receive, at the Effective Timegranted under such Stock Option Plan or otherwise (each, a lump sum cash payment by the Surviving Corporation (the “Warrant Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock OptionsOption”) heretofore granted under that is outstanding and unexercised immediately prior to the Effective Time (in each case, without the creation of additional liability to the Company Stock Plan, whether or not then exercisable or vested, shall cease any Subsidiaries but subject to representthe terms of this Agreement); and (iii) cancel, as of the Effective Time, a right each outstanding warrant to acquire purchase shares of Company Common Stock (each, a “Company Warrant”) that is outstanding and shall be converted, in settlement and cancellation thereof, into the right unexercised immediately prior to receive, at the Effective TimeTime (in each case, without the creation of additional liability to the Company or any Subsidiaries but subject to the terms of this Agreement). (b) Each holder of a lump sum cash payment by Company Stock Option or Company Warrant that is outstanding and unexercised immediately prior to the Surviving Corporation (the “Option Payment”) of Effective Time and has an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock that is less than the Merger Consideration shall (subject to the provisions of this Section 2.06) be paid by the Paying Agent, in exchange for the cancellation of such Company Stock OptionOption or Company Warrant, multiplied by as the case may be, an amount in cash (subject to any applicable withholding Taxes) equal to the product of (i) the difference between the Closing Payment Amount and the applicable exercise price per share of such Company Stock Option or Company Warrant, as the case may be, and (ii) the aggregate number of shares of Company Common Stock for which issuable upon exercise of such Company Stock Option or Company Warrant, as the case may be. The Paying Agent shall not theretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable make payment to the Escrow Agent pursuant to Section 1.11; (c) the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on the part of Company (except as otherwise expressly provided in this Agreement); and (d) no Person shall have any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Stock Options or Company Warrants within five (5) days following the Closing Date by mailing certified or bank checks payable to such holders in next day funds; provided, however, if and to the extent that a holder is entitled to receive a Closing Payment Amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. Promptly after the determination of the Deferred Payment Amount pursuant to Section 2.03(d) hereof, the Paying Agent shall pay to each former holder of a Company Stock Options Option or Company Warrant who received a Closing Payment Amount, the cash applicable Deferred Payment Amount (subject to the fees, and possible reductions and increases contemplated by Section 2.03(d)), by mailing certified or bank checks payable to such holders in next day funds; provided, however, if and to the extent that a holder is entitled to receive a Deferred Payment Amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. Any such payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect subject to all resolutionsapplicable federal, actions, amendments state and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consentslocal Tax withholding requirements.

Company Stock Options and Company Warrants. Not later than immediately (a) Immediately prior to the Effective Time, the vesting of any unvested portion of any outstanding Company Option shall cause accelerate and such Company Option will thereafter become fully vested and immediately exercisable for the Board aggregate number of Directors of shares subject to such Company to adopt all resolutionsOption. Assuming compliance with the notice provisions contained therein, take all actions and obtain all consents necessary to provide that: any Company Option or Company Warrant (a) all warrants to acquire shares of Company Common Stock heretofore issued by other than the Company Warrant issued to the State of Texas) that has not been exercised prior to the Effective Time shall terminate on or before the Effective Time (“either by its terms or pursuant to the Warrant Cancellation Agreement). No option, warrant or similar right to purchase any Company Warrants”) Capital Stock shall cease be assumed and/or substituted by Parent, Merger Sub or the Surviving Corporation. Prior to represent, as of the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary (or, with respect to the Company Warrant issued to the State of Texas, commercially reasonable actions) to effect the transactions contemplated by this Section 2.2 under applicable law, the Company Option Plans, all Company Option agreements, Company Warrant agreements, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all notices required thereby. (b) At or prior to the Closing, each holder of a right to acquire shares of Company Common Stock and Warrant shall be converted provided with written notice from the Company of the Merger and be offered the opportunity to execute a warrant cancellation agreement, in settlement and cancellation thereof, into a form reasonably acceptable to the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation parties (the “Warrant PaymentCancellation Agreement”), which will provide, among other matters, that immediately prior to the Effective Time and subject to the effectiveness of the Merger, such Company Warrant then outstanding shall be cancelled and terminated and the holder of such Company Warrant (the “Terminating Warrantholder”) of shall be entitled to receive, in exchange for such cancellation, at the times, in the amounts calculated pursuant to, and subject to the conditions referred to in Section 2.1 (including the escrow provisions set forth in Section 2.9, any proration or procedure set forth in Section 2.3, and the set-off rights set forth in Section 10.7), Merger Consideration in an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject such Terminating Warrantholder would have been entitled to receive had such Terminating Warrantholder exercised such Company Warrant, multiplied by (ii) Warrant immediately prior to the number of Effective Time and received at that time the shares of Company Common Capital Stock in the classes and series for which such Company Warrant shall not heretofore have been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable to the Escrow Agent pursuant to Section 1.11; (b) all outstanding options to acquire shares of Company Common Stock from Company (“Company Stock Options”) heretofore granted under the Company Stock Plan, whether or not was then exercisable or vested, shall cease to represent, as of the Effective Time, a right to acquire shares of Company Common Stock and shall be converted, in settlement and cancellation thereof, into the right to receive, at the Effective Time, a lump sum cash payment by the Surviving Corporation (the “Option Payment”) of an amount equal to (i) the excess, if any, of (A) the per share Common Stock Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by less (ii) the number Terminated Warrant Exercise Price for such Company Warrant; provided, that the foregoing reduction for the Terminated Warrant Exercise Price with respect to a Terminating Warrantholder shall be applied against the amount of the Merger 4. Consideration such Terminating Warrantholder would have been entitled to receive at the Effective Time pursuant to Sections 2.1(c)(i), 2.1(d)(i) or 2.1(e)(i), as applicable. The Company Warrants that are cancelled immediately prior to the Effective Time pursuant to the Warrant Cancellation Agreement are each referred to herein as “Terminated Warrants” and the shares of Company Common Capital Stock in the classes and series for which such Company Stock Option shall not theretofore any Terminated Warrant would have otherwise been exercised, less the twenty-two and four hundred and eighty-four thousandths percent (22.484%) of the Warrant Payment payable exercisable immediately prior to the Escrow Agent pursuant Effective Time are referred to Section 1.11; (c) herein as the Company Stock Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock or other equity interests of Company shall be canceled, effective as of the Effective Time, without any liability on the part of Company (except as otherwise expressly provided in this Agreement); and (d) no Person shall have any right under the Company Stock Plan or under any other plan, program, agreement or arrangement with respect to equity interests of Company (except as otherwise expressly provided in this Agreement) at and after the Effective Time. Reasonably promptly after the Effective Time, the Surviving Corporation shall pay the holders of Company Warrants and Company Stock Options the cash payments specified in this Section 1.9. No interest shall be paid or accrue on such cash payments. Company shall cooperate with ATMI, and keep ATMI fully informed, with respect to all resolutions, actions, amendments and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.9. Without limitation, Company shall provide ATMI with a reasonable opportunity to review and comment on all such resolutions and consents“Terminated Warrant Shares.”