Common use of Exchange Ratio for Parent Options and Parent Warrants Clause in Contracts

Exchange Ratio for Parent Options and Parent Warrants. (i) As of the Effective Time of the Mergers, each outstanding Parent Option (as defined in Section 3.02(c)) and each outstanding warrant (a "Parent Warrant") to purchase Parent Common Stock, originally issued in connection with the first issuance of Parent Series B Preferred Stock, shall be assumed by Holdco and converted into an option or warrant, as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following the Effective Time of the Mergers, each Parent Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Plan (as defined in Section 3.02(c)) pursuant to which such Parent Option was granted, and each Parent Warrant shall continue to have, and shall be subject to, the same terms and conditions, in each case as in effect immediately prior to the Effective Time of the Mergers, except that each such Parent Option or Parent Warrant shall be exercisable for the same number of shares of Holdco Common Stock as the number of shares of Parent Common Stock for which such Parent Option or Parent Warrant was exercisable immediately prior to the Effective Time of the Mergers. (ii) As of the Effective Time of the Mergers, Holdco shall enter into an assumption agreement with respect to each Parent Option and each Parent Warrant, which, in the case of any Parent Option, shall provide for Holdco's assumption of the obligations of Parent under the applicable Parent Stock Plan. Prior to the Effective Time of the Mergers, Parent shall make such amendments, if any, to the Parent Stock Plans as shall be necessary to permit such assumption in accordance with this Section 2.01(e). (iii) It is the intention of the parties that, to the extent that any Parent Option constitutes an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the Effective Time of the Mergers, such Parent Option shall continue to qualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, and that the assumption of the Parent Option provided by this Section 2.01(e) shall satisfy the conditions of Section 424(a) of the Code.

Exchange Ratio for Parent Options and Parent Warrants. (ia) As Prior to the Effective Time, Parent and Holdco shall take all requisite action so that, as of the Effective Time of the MergersTime, each outstanding option or warrant to acquire Parent Option Common Stock (as defined in Section 3.02(c)) and each outstanding warrant (a "Parent Warrant") other right to purchase receive shares of Parent Common Stock), originally issued in connection with each case outstanding immediately prior to the first issuance of Parent Series B Preferred StockEffective Time, shall be assumed by Holdco and converted into represent an option or warrantwarrant (or other right), as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following Prior to the Effective Time of Time, Parent and Holdco shall take all requisite action so that, following the MergersEffective Time, each such Parent Option option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Plan (as defined in Section 3.02(c)) stock option plan pursuant to which such Parent Option option was granted, and each such Parent Warrant warrant (or other such right) shall continue to have, and shall be subject to, the same terms and conditionsconditions set forth in the respective warrant agreement (or such other agreement or instrument), in each case as in effect immediately prior to the Effective Time of the MergersTime, except that each such Parent Option option or Parent Warrant warrant (or other right) shall be exercisable for the same a number of shares of Holdco Common Stock as equal to the number of shares of Parent Common Stock for which such Parent Option option or Parent Warrant warrant (or other right) was exercisable immediately prior to the Effective Time of the MergersTime. (iib) As of the Effective Time of the MergersTime, Holdco shall enter into an assumption agreement with respect to each such Parent Option option and each such Parent Warrant, warrant (or other right) which, in the case of any Parent Optionoption, Parent warrant or other right, shall provide for Holdco's assumption of the obligations of Parent under the applicable relevant Parent Stock Planstock option plan (and any related agreement pursuant to which options, warrants or other rights may have been granted). Prior to the Effective Time of the MergersTime, Parent shall make such amendments, if any, to the Parent Stock Plans its stock option plans as shall be necessary to permit such assumption in accordance with this Section 2.01(e2.2(b). (iiic) It is the intention of the parties that, to the extent that any Parent Option option constitutes an "incentive stock option" (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) immediately prior to the Effective Time of the MergersTime, such Parent Option option shall continue from and after the Effective Time to qualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, and that the assumption of the Parent Option option provided by this Section 2.01(e) 2.2 shall satisfy the conditions of Section 424(a) of the Code.

Exchange Ratio for Parent Options and Parent Warrants. (ia) As Prior to the Effective Time of the P Merger, Parent and Holdco shall take all requisite action so that, as of the Effective Time of the MergersP Merger, each outstanding Parent Option (as defined in Section 3.02(c)) and each outstanding warrant Parent Warrant (a "Parent Warrant") and each other right to purchase receive shares of Parent Common Stock), originally issued in connection with each case outstanding immediately prior to the first issuance Effective Time of Parent Series B Preferred Stockthe P Merger, shall be assumed by Holdco and converted into represent an option or warrantwarrant (or other right), as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following the Effective Time of the MergersP Merger, each such Parent Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Option Plan (as defined in Section 3.02(c)) pursuant to which such Parent Option was granted, and each such Parent Warrant (or other such right) shall continue to have, and shall be subject to, the same terms and conditions, in each case as in effect immediately prior to the Effective Time of the MergersP Merger, except that each such Parent Option or Parent Warrant (or other right) shall be exercisable for the same a number of shares of Holdco Common Stock as equal to the number of shares of Parent Common Stock for which such Parent Option or Parent Warrant (or other right) was exercisable immediately prior to the Effective Time of the MergersP Merger. (iib) As of the Effective Time of the MergersP Merger, Holdco shall enter into an assumption agreement with respect to each such Parent Option and each such Parent Warrant, Warrant (or other such right) which, in the case of any Parent Option, Parent Warrant or other right, shall provide for Holdco's assumption of the obligations of Parent under the applicable relevant Parent Stock PlanOption Plan (and any related agreement pursuant to which options, warrants or other rights may have been granted). Prior to the Effective Time of the MergersP Merger, Parent shall make such amendments, if any, to the Parent Stock Option Plans as shall be necessary to permit such assumption in accordance with this Section 2.01(e3.2(b). (iiic) It is the intention of the parties that, to the extent that any Parent Option constitutes an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the Effective Time of the MergersP Merger, such Parent Option shall continue from and after the Effective Time to qualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, and that the assumption of the Parent Option provided by this Section 2.01(e) 3.2 shall satisfy the conditions of Section 424(a) of the Code.

Exchange Ratio for Parent Options and Parent Warrants. (ia) As Pursuant to the terms of the P Merger Agreement, prior to the Effective Time of the P Merger, Parent and Holdco shall take all requisite action so that, as of the Effective Time of the MergersP Merger, each outstanding Parent Option (as defined in Section 3.02(c)) and each outstanding warrant Parent Warrant (a "Parent Warrant") and each other right to purchase receive shares of Parent Common Stock), originally issued in connection with each case outstanding immediately prior to the first issuance Effective Time of Parent Series B Preferred Stockthe P Merger, shall be assumed by Holdco and converted into represent an option or warrantwarrant (or other right), as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following the Effective Time of the MergersP Merger, each such Parent Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Option Plan (as defined in Section 3.02(c)) pursuant to which such Parent Option was granted, and each such Parent Warrant (or other such right) shall continue to have, and shall be subject to, the same terms and conditions, in each case as in effect immediately prior to the Effective Time of the MergersP Merger, except that each such Parent Option or Parent Warrant (or other right) shall be exercisable for the same a number of shares of Holdco Common Stock as equal to the number of shares of Parent Common Stock for which such Parent Option or Parent Warrant (or other right) was exercisable immediately prior to the Effective Time of the MergersP Merger. (iib) As Pursuant to the P Merger Agreement, as of the Effective Time of the MergersP Merger, Holdco shall enter into an assumption agreement with respect to each such Parent Option and each such Parent Warrant, Warrant (or other such right) which, in the case of any Parent Option, Parent Warrant or other right, shall provide for Holdco's assumption of the obligations of Parent under the applicable relevant Parent Stock PlanOption Plan (and any related agreement pursuant to which options, warrants or other rights may have been granted). Prior to the Effective Time of the MergersP Merger, Parent shall make such amendments, if any, to the Parent Stock Option Plans as shall be necessary to permit such assumption in accordance with this Section 2.01(e3.2(b). (iiic) It Pursuant to the P Merger Agreement, it is the intention of the parties that, to the extent that any Parent Option constitutes an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the Effective Time of the MergersP Merger, such Parent Option shall continue to qualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, and that the assumption of the Parent Option provided by this Section 2.01(e) shall satisfy the conditions of Section 424(a) of the Code.