Common use of Company Stock Rights Clause in Contracts

Company Stock Rights. Prior to the Effective Time, the Company shall use its best efforts to procure the surrender as of the Effective Time of all outstanding options to purchase shares of Common Stock of the Company (the "Options") pursuant to the CIMCO, Inc. 1988 Incentive Stock Option Plan and the CIMCO, Inc. 1991 Incentive Stock Option Plan (collectively, the "Stock Option Plans"), in consideration of the payment at the Effective Time of an amount of cash per share subject to each such Option equal to the difference between the exercise price of such Option and the Merger Consideration, less an amount equal to all taxes required to be withheld from such payment. As to any Option not so surrendered, the Company shall use its best efforts to obtain, prior to the Effective Time, the consent of the holder of the Option to acquire upon payment of the exercise price an amount of cash equal to the Merger Consideration, less an amount equal to all taxes required to be withheld from such payment, in lieu of each Share formerly covered thereby.