Common use of Option Amendments Clause in Contracts

Option Amendments. It is the intention of Parent that the amendments to each Rollover Option (if any) with respect to the number of shares and exercise price per share shall be implemented such that (i) (A) the excess of the aggregate fair market value of the Shares subject to the corresponding Amended Option immediately after the consummation of the Merger over the aggregate exercise price of such Amended Option will not exceed (B) the excess of the aggregate fair market value of the Company Shares subject to such Rollover Option immediately prior to the consummation of the Merger over the aggregate exercise price of such Rollover Option and (ii) on a share by share comparison, the ratio of the exercise price to the fair market value of the Shares subject to the corresponding Amended Option immediately after the consummation of the Merger will not be greater than the ratio of the exercise price to the fair market value of the Company Shares subject to such Rollover Option immediately before the consummation of the Merger.