Common use of Derivative Securities Clause in Contracts

Derivative Securities. Each outstanding common option, stock equivalent right or right to acquire shares of Common Stock (an “Option” or “Options”) granted under Company’s Stock Option Plan, as amended (the “Option Plan”), whether or not then exercisable or vested, shall be (a) deemed to be 100% vested and exercisable immediately after the purchase of the Common Stock pursuant to the Offer; and (b) at the Effective Time, cancelled and, in consideration of such cancellation the Parent shall, or shall cause the Surviving Corporation to, pay to such holders of Options and holders of each outstanding warrant to purchase shares of Common Stock (“Warrant” or “Warrants”), an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price of each such Option or Warrant and (y) the number of shares of Common Stock subject to such Option or Warrant (such payment, if any, to be net of applicable withholding and excise taxes); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. As of the Effective Time, the Option 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 in respect to the capital stock of the Company or any Company Subsidiary shall be cancelled. The Company shall use its commercially reasonable efforts to effectuate the foregoing, including, but not limited to, obtaining all consents necessary to cash out and cancel all Options necessary to ensure that, after the Effective Time, no person shall have any right under the Option Plan, or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any subsidiary thereof.

Derivative Securities. Each (a) The Board of Directors of the Company shall take all actions necessary to cause, at the Effective Time, each outstanding common option, stock equivalent right or other right to acquire shares of Common Stock (an “Option” or “Options”) granted under Company’s Stock the Option Plan, as amended (the “Option Plan”), Plans whether or not then exercisable or vested, shall be (aexcept as set forth on Section 3.4(a) deemed of the Company Disclosure Schedule, to be 100% exercisable and vested and exercisable immediately after the purchase of the Common Stock pursuant to the Offer; and (b) at the Effective Time, be cancelled and, in consideration of such cancellation cancellation, at the Effective Time the Parent shall, or shall cause the Surviving Corporation to, pay to such holders of Options and holders of each outstanding warrant to purchase shares of Common Stock (“Warrant” or “Warrants”)Options, an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price Merger Consideration over the exercise price of each such Option or Warrant and (y) the number of shares of Common Stock subject to such Option or Warrant (such payment, if any, to be net of applicable withholding and excise taxes); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. As of the Effective Time, the all Option Plan Plans and any agreement or plan relating to Options 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 in respect to the capital stock of the Company or any Company Subsidiary Subsidiary, including the RSUs, shall be cancelled. The Company shall use its commercially reasonable efforts to effectuate the foregoing, including, but not limited to, obtaining all consents necessary to cash out and cancel all Options and as are necessary to ensure that, after the Effective Time, no person Person shall have any right under any of the Option PlanPlans, or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any subsidiary thereof. (i) Immediately prior to the Effective Time, each restricted stock unit (“RSU”) issued by the Company under its Option Plans that is outstanding as of the date of this Agreement, whether or not vested and subject to conversion into Common Stock under its Option Plans, shall be converted automatically into one share of Common Stock and shall be entitled only to receive the Merger Consideration, and (ii) each restricted share of Common Stock issued by the Company pursuant to any applicable restricted stock award agreement of the Company and subject to any vesting, repurchase or other lapse restrictions thereunder (each, a “Restricted Share”) that is outstanding as of the date of this Agreement, whether or not vested or subject to repurchase, shall automatically vest and become free of such restrictions and right of repurchase as of the Effective Time and shall, as of the Effective Time, be cancelled and converted into the right to receive the Merger Consideration. (c) The Board of Directors of the Company shall take all action necessary to cause (i) any “Offering Periods” (as defined in the 1998 Employee Stock Purchase Plan, as amended (the “ESPP”)) then in progress to be shortened by setting a new “Exercise Date” (as defined in the ESPP) as of a date prior to the Effective Time, and any Offering Periods then in progress shall end on such new Exercise Date, and (ii) the termination of the ESPP effective as of a time following such new Exercise Date but at or prior to the Effective Time of the Merger, as may be requested by the Parent.

Derivative Securities. Each outstanding common option, stock equivalent right or right In connection with the offering of any --------------------- Derivative Securities: (i) In addition to acquire shares of Common Stock (an “Option” or “Options”) granted any obligations that it may have with respect to the applicable Registration Statement and Prospectus under Company’s Stock Option Plan, as amended (the “Option Plan”), whether or not then exercisable or vested, shall be (a) deemed to be 100% vested and exercisable immediately after the purchase of the Common Stock pursuant to the Offer; and (b) at the Effective Timeabove, cancelled andSprint agrees to indemnify and hold harmless each Stockholder Indemnified Party from and against any Losses, in consideration of such cancellation the Parent shall, joint or shall cause the Surviving Corporation to, pay to such holders of Options and holders of each outstanding warrant to purchase shares of Common Stock (“Warrant” or “Warrants”), an amount in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price of each such Option or Warrant and (y) the number of shares of Common Stock subject to such Option or Warrant (such payment, if anyseveral, to be net of applicable withholding and excise taxes); providedwhich such Stockholder Indemnified Party may become subject under the Securities Act, however, that with respect to any person subject to Section 16(a) of the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable registration statement or prospectus for registering and offering such amount shall Derivative Securities, or any omission or alleged omission to state therein a material fact required to be paid as soon as practicable after stated therein or necessary to make the first date payment can be statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent such Losses (including any related expenses) result from an untrue statement, omission or allegation thereof which were made without liability in reliance upon and in conformity with written information provided by or on behalf of Sprint specifically for use or inclusion in the applicable registration statement or prospectus. (ii) In addition to any obligations that it may have with respect to the applicable Registration Statement and Prospectus under (a) and (b) above, the applicable Selling Stockholder agrees to indemnify and hold harmless each Company Indemnified Party from and against any Losses, joint or several, to which such person Company Indemnified Party may become subject under Section 16(b) of the Securities Act, the Exchange Act. As of the Effective Time, the Option Plan shall terminate and all rights under any provision of any other planstate securities or blue sky laws, program common law or arrangement providing for the issuance otherwise, insofar as such Losses (or grant of any other interest actions in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the capital stock of the Company applicable registration statement or any Company Subsidiary shall be cancelled. The Company shall use its commercially reasonable efforts to effectuate the foregoing, including, but not limited to, obtaining all consents necessary to cash out prospectus for registering and cancel all Options necessary to ensure that, after the Effective Time, no person shall have any right under the Option Planoffering such Derivative Securities, or any other planomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, program or arrangement with respect to equity securities in light of the Surviving Corporation circumstances under which they were made, not misleading, and such Selling Stockholder will reimburse each such Company Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Company Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any subsidiary thereofsuch claims; provided, that such Selling Stockholder will not indemnify or hold harmless any Company Indemnified Party from or against any such Losses (including any related expenses) to the extent such Losses (including any related expenses) result from an untrue statement, omission or allegation thereof which were made in reliance upon and in conformity with written information provided by or on behalf of any Company Indemnified Party specifically for use or inclusion in the applicable registration statement or prospectus. (iii) Any indemnity under this Section 6(c) shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties.