Common use of Option Securities and Convertible Securities; Payment Rights Clause in Contracts

Option Securities and Convertible Securities; Payment Rights. At the ------------------------------------------------------------ Effective Time, (a) each outstanding Option Security and each outstanding Convertible Security exercisable or convertible to purchase Shares as of immediately prior to the Effective Time, will be canceled and the holder thereof will be entitled to receive, and will receive, upon payment of the consideration required to exercise or convert, or debit of such consideration against the Merger Consideration otherwise due, and termination of such holder's rights to exercise or convert, as the case may be, all other Option Securities or Convertible Securities issued to such holder, Merger Consideration in the form of shares of VIALOG Stock issuable and cash payable with respect to the number of Shares issuable pursuant to such Option Security or Convertible Security so exercised or converted, as the case may be, as provided in Section 2.1(a), plus cash in lieu of receipt of a fractional share in an amount determined as provided in Section 2.1(d), and (b) each Option Security outstanding not then exercisable or exercised and the conversion rights of each Convertible Security outstanding not then convertible or converted will be canceled.

Option Securities and Convertible Securities; Payment Rights. At ------------------------------------------------------------ the ------------------------------------------------------------ Effective Time, (a) each outstanding Option Security and each outstanding Convertible Security exercisable or convertible to purchase Shares as of immediately prior to the Effective Time, will be canceled and the holder thereof will be entitled to receive, and will receive, upon payment of the consideration required to exercise or convert, or debit of such consideration against the Merger Consideration otherwise due, and termination of such holder's rights to exercise or convert, as the case may be, all other Option Securities or Convertible Securities issued to such holder, Merger Consideration in the form of shares of VIALOG Stock issuable and cash payable with respect to the number of Shares issuable pursuant to such Option Security or Convertible Security so exercised or converted, as the case may be, as provided in Section 2.1(a), plus cash in lieu of receipt of a fractional share in an amount determined as provided in Section 2.1(d), and (b) each Option Security outstanding not then exercisable or exercised and the conversion rights of each Convertible Security outstanding not then convertible or converted will be canceled.