Common use of Options and Warrants Clause in Contracts

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (the "Options") and the terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, each Option and Warrant will be converted into an option or warrant, as applicable, to purchase the number of shares of MedicaLogic Common Stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of Medscape Common Stock subject to such Option or Warrant immediately before the Effective Time multiplied by (y) the Conversion Ratio. The exercise price per share for each Option or Warrant after the Effective Time will be determined by dividing the per share exercise price for such Option or Warrant immediately before the Effective Time by the Conversion Ratio. The term, exercisability, status as an incentive stock option under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code of 1986, as amended (the "Code"), if applicable, and all other terms and conditions of each Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (the "Options") and the terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, each Option and Warrant will be converted into an option or warrant, as applicable, to purchase the number of shares of MedicaLogic Common Stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of Medscape Common Stock subject to such Option or Warrant immediately before the Effective Time multiplied by (y) the Conversion Ratio. The exercise price per share for each Option or Warrant after the Effective Time will be determined by dividing the per share exercise price for such Option or Warrant immediately before the Effective Time by the Conversion Ratio. The term, exercisability, status as an incentive stock option under Sectxxx 000 Section 422 of the United States Intexxxx Xxxxxxx Xxxx xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code of 19860000, as amended xx xxended (the "Code"), if applicable, and all other terms and conditions of each Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,, Medscape or any of their respective subsidiaries at such time. As promptly as practicable after the Effective Time, MedicaLogic shall issue to each holder of an Option a written instrument informing such holder of the assumption by MedicaLogic of such Option. Unless all Options are, as of the Effective Time, issuable pursuant to an effective registration statement on Form S-8 of MedicaLogic, or in the opinion of counsel of MedicaLogic freely tradable pursuant to Rule 701 under the Securities Act of 1933, as amended (the "Securities Act"), as soon as practicable after the Effective Time, MedicaLogic shall file a registration statement on Form S-8 (or any successor form) with respect to the Options and shall use its reasonable efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus, for so long as the Options remain outstanding. MedicaLogic shall use its reasonable efforts to cause the MedicaLogic Common Stock subject to the Options and Warrants to be quoted on the Nasdaq National Market or such other system or exchange on which the MedicaLogic Common Stock is then quoted or listed. MedicaLogic shall take all corporate action necessary to reserve for issuance a sufficient number of shares of MedicaLogic Common Stock for delivery upon exercise of the Options and Warrants pursuant to this Section 1.3.3.

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock options held by those Medscape option holders under the Medscape Option Plans plans or otherwise (the "OptionsOPTIONS") ), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and were applicable under such Option at the Effective Time, and without subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any further action on Options issued as contemplated by Section 4.4(a) (referred to as the part of any holder thereof"PERMITTED OPTIONS"), each Option and Warrant will be converted into shall become an option or warrant, as applicable, to purchase the acquire a number of shares of MedicaLogic Buyer Common Stock equal to the product number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) of (x) the number of shares of Medscape Common Stock subject to such Option or Warrant immediately before the Effective Time multiplied by (y) the Conversion Ratio). The exercise price per share for of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option or Warrant immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time will be determined by dividing the per share exercise price for such Option or Warrant immediately before the Effective Time by the Conversion RatioTime. The term, exercisability, vesting schedule, status as an incentive stock option "INCENTIVE STOCK OPTION" under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Section 422 of the Internal Revenue Code of 19861986 (as amended, as amended (the "CodeCODE"), if applicable, and all of the other terms and conditions of each Option will to the extent permitted by law and Options shall otherwise reasonably practicable be remain unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,.

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions (a) As of the stock options held by those Medscape option holders under the Medscape Option Plans (the "Options") and the terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, all options to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which are outstanding and without any further action not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the part of any holder thereofsame terms and conditions as were applicable under such Option immediately prior to the Effective Time, each Option and Warrant will be converted into an option or warrant, as applicable, to purchase the such number of shares of MedicaLogic Buyer Common Stock as is equal to the product (rounded number of Company Shares subject to the nearest unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number) of (x) the number of shares of Medscape Common Stock subject to such Option or Warrant immediately before the Effective Time multiplied by (y) the Conversion Ratio). The exercise price per share for of each such assumed Option or Warrant after shall be equal to the exercise price of such Option immediately prior to the Effective Time will be determined by dividing the per share exercise price for such Option or Warrant immediately before the Effective Time Time, divided by the Conversion RatioStandard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisabilityexercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option option" under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Section 422 of the Internal Revenue Code of 19861986 (as amended, as amended (the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each Option will such assumed Warrant shall be equal to the extent permitted by law and otherwise reasonably practicable be unchanged; providedexercise price of such Warrant immediately prior to the Effective Time, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated divided by the transactions contemplated herein Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and that Medscape all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,otherwise remain unchanged.

Options and Warrants. Except as otherwise provided in this Section 1.3.3(a) At or prior to the Effective Time, the terms and provisions of the stock EDI shall cause all outstanding options held by those Medscape option holders under the Medscape Option Plans (the "EDI Options") and warrants (the terms "EDI Warrants") exercisable for shares of EDI Common Stock identified on Schedule 1.6 attached hereto to be assumed by Bowmxx. Xxter such action has been taken, effective at the Effective Time, Bowmxx xxxll assume each such then-outstanding and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force unexercised EDI Option or EDI Warrant and effect following the Merger. By each such EDI Option and EDI Warrant shall, by virtue of the Merger and at the Effective Time, and without any further action on the part of any the holder thereof, each Option represent options or warrants, respectively, exercisable for shares of Bowmxx Xxxck having the same terms and Warrant will conditions as the EDI Options and EDI Warrants (including such terms and conditions as may be converted incorporated by reference into an option the agreements evidencing EDI Options and EDI Warrants pursuant to the plans or warrant, as applicable, arrangements pursuant to purchase which such EDI Options and EDI Warrants were granted) except that the number of shares of MedicaLogic Common Stock equal to issuable upon exercise shall be multiplied by the product (Exchange Ratio and rounded to the nearest whole number) of (x) the number of shares of Medscape Common Stock subject to such Option or Warrant immediately before Bowmxx Xxxck and the Effective Time multiplied by (y) the Conversion Ratio. The exercise price per share for each of EDI Stock under such option or warrant shall be equal to the exercise price per share of EDI Stock under such EDI Option or EDI Warrant divided by the Exchange Ratio and rounded to the nearest cent. EDI and Bowmxx xxxll use all reasonable efforts to ensure that the EDI Options which qualified as incentive stock options under Section 422 of the Code prior to the Effective Time continue to so qualify after the Effective Time will be determined by dividing the per share exercise price Time. Bowmxx xxxll take all corporate action necessary to reserve for such Option or Warrant immediately before the Effective Time by the Conversion Ratio. The term, exercisability, status as an incentive stock option under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code of 1986, as amended (the "Code"), if applicable, and all other terms and conditions of each Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,issuance a

Options and Warrants. Except Each outstanding option and warrant to purchase shares of Company Common Stock (each a “Company Stock Option”), whether vested or unvested, which does not otherwise terminate or expire by its terms as otherwise provided in of the Effective Time, shall be assumed by Parent. Each Company Stock Option so assumed by Parent under this Section 1.3.3Agreement will continue to have, and be subject to, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (the "Options") and the same terms and conditions of such Company Stock Option immediately prior to the Warrants Effective Time (including the term, vesting schedule, status as defined in an “incentive stock option” under Section 3.1.2) will continue in full force and effect following the Merger. By virtue 422 of the Merger and at the Effective TimeCode, if applicable, and without any further action repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on the part of any holder thereofcertain transactions), except that (i) each Company Stock Option and Warrant will be converted into an option exercisable (or warrant, as applicable, to purchase the will become exercisable in accordance with its terms) for that number of whole shares of MedicaLogic the Parent Common Stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of Medscape Company Common Stock subject that were issuable upon exercise of such Company Stock Option immediately prior to such Option or Warrant immediately before the Effective Time Closing multiplied by 1.74, rounded down to the nearest whole number of shares of Parent Common Stock, and (yii) the Conversion Ratio. The exercise price per share for each Option or Warrant after the Effective Time will be determined by dividing the per share exercise price for the shares of the Parent Common Stock issuable upon exercise of such assumed Company Stock Option or Warrant will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately before prior to the Closing by (B) 1.74, rounded up to the nearest whole cent. Notwithstanding the foregoing, solely to the minimum extent necessary (if any), the foregoing conversions of the exercise price of Company Stock Options and the number of shares purchasable pursuant to such Company Stock Options shall be further adjusted: (I) with respect to Company Stock Options which immediately prior to the Effective Time qualified as incentive stock options under Section 422 of the Code, to comply with Section 1.424-1 of the Treasury Regulations such that the conversion is not treated as a "modification" of the Company Stock Option and (II) with respect to Company Stock Options other than those covered under clause (I), to comply with Section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations such that the conversion is not treated as a "grant of a new stock right or a change in the form of payment." It is the intention of the parties that each Company Stock Option so assumed by Parent shall qualify immediately following the Conversion Ratio. The term, exercisability, status Effective Time as an incentive stock option under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Revenue as defined in Section 422 of the Code of 1986, as amended (the "Code"), if applicable, and all other terms and conditions of each Option will to the extent permitted by law under Section 422 of the Code and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that to the vesting of certain options extent such Company Stock Option qualified as described in Schedule 1.3.3 will be accelerated by an incentive stock option immediately prior to the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic,Effective Time.