Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) All outstanding options to purchase Elite common stock (the "Elite Options"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options"); provided, however, that from and after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise of such Milestone Option shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, and (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, and (ii) the per share exercise price under each such Milestone Warrant shall be adjusted by dividing the per share exercise price of each such Elite Warrant by the Exchange Ratio, rounding to the nearest cent.

Options and Warrants. (a) All outstanding options At or following the Closing, each holder of a Sheridan Stock Option or Warrant (as such terms are defined below) may deliver the option and/or warrant agreements of such holder to purchase Elite common stock Hirsch for cancellation, in xxxxx case, Hirsch shall issue to such xxxxxx and/or warrant holder a new option or warrant agreement in accordance with the terms set forth herein. (the "Elite Options"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options"); provided, however, that from and after b) At the Effective Time, each outstanding employee option to acquire Sheridan Common Stock ("Sheridan Stock Option") set forth in Schedule 2.2(a) of the Sheridan Disclosure Schedule shall be adjusted, in accordance with the terms of this Merger Agreement and without any action on the part of the holders of such Sheridan Stock Options, to be exercisable to purchase shares of Hirsch Common Stock as provxxxx xelow. Following the Effective Time, each Sheridan Stock Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the agreement pursuant to which such Sheridan Stock Option was subject immediately prior to the Effective Time, except (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise of such Milestone each Sheridan Stock Option shall be equal to the exercisable for that number of shares of Elite common stock that were purchasable under Hirsch Common Stock equal tx xxx product of (x) the aggregate number of shares of Sheridan Common Stock for which such Elite Sheridan Stock Option was exercisable and (y) the Exchange Ratio, rounded to the nearest whole number (with any fractional share greater than or equal to one-half share being rounded up) and (ii) the per share exercise price of such Sheridan Stock Option shall be the aggregate exercise price for the shares of Sheridan Common Stock underlying such Sheridan Stock Option immediately prior to the Effective Time multiplied divided by the number of shares of Hirsch Common Stock for whixx xx is then exercisable (rounded up to the nearest whole cent), subject to further adjustment as set forth therein. Following the Closing, the Sheridan Stock Options shall become options under the Hirsch 2003 Stock Option Plxx, xx amended, and Hirsch and each holder of Sxxxxxxn Stock Options will enter into an appropriate option agreement to reflect the foregoing. (c) At the Effective Time, each outstanding warrant to acquire Sheridan Common Stock (a "Warrant") shall be adjusted, in accordance with the terms of such Warrant and this Merger Agreement and without any action on the part of the holders of such Warrant, to be exercisable to purchase shares of Hirsch Common Stock (the "Wxxxxxx Shares") as provided below. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the same terms and conditions set forth in the agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except (i) each Warrant shall be exercisable for that number of shares of Hirsch Common Stock equal tx xxx product of (x) the aggregate number of shares of Sheridan Common Stock for which such Warrant was exercisable and (y) the Exchange Ratio, rounding rounded down to the nearest whole sharenumber (with any fractional share greater than or equal to one-half share being rounded up), and (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal to the number of aggregate exercise price for the shares of Elite common stock that were purchasable under Sheridan Common Stock underlying such Elite Warrant immediately prior to the Effective Time multiplied divided by the Exchange Ratio, rounding number of shares of Hirsch Common Stock for whixx xx is then exercisable (rounded up to the nearest whole sharecent), and (ii) the per share exercise price under each such Milestone Warrant shall be adjusted by dividing the per share exercise price of each such Elite Warrant by the Exchange Ratio, rounding subject to the nearest centfurther adjustment as set forth therein.

Options and Warrants. (a) All At the Effective Date, RAI shall assume IBUI's rights and obligations under each of the outstanding stock options previously granted by IBUI to purchase Elite common certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Date (each such stock (option existing immediately prior to the Effective Date is referred to herein as an "Elite OptionsExisting IBUI Option" and each such assumed stock option existing immediately after the Effective Date is referred to herein as an "Assumed IBUI Option"). Except as provided in this Section 2.10(a), the Assumed IBUI Option shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options")not give the optionee any additional benefits that the holder thereof did not have under the Existing IBUI Option; provided, however, that from and after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise terms of such Milestone Existing IBUI Options shall govern the vesting thereof, including, if applicable, any vesting of Existing IBUI Options as a result of the Merger and Share Exchange. Each Assumed IBUI Option shall be equal to constitute a continuation of the number of shares of Elite common stock Existing IBUI Option, substituting RAI for IBUI. (b) Each IBUI Warrant that were purchasable under such Elite Option is outstanding immediately prior to the Effective Time multiplied Date and that does not expire at the Effective Date by the terms thereof shall, by virtue of the Merger and Share Exchange Ratio, rounding and pursuant to the nearest whole share, and (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide the IBUI Warrant or with the consent of the majority of the holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants")thereof, shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into and exchanged for a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after RAI Warrant exercisable for 0.14 of an RAI Share for each share of RAI Common Stock for which the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone IBUI Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant is exercisable immediately prior to the Effective Time multiplied by the Exchange RatioDate, rounding to the nearest whole share, and (ii) the per share at an exercise price under each such Milestone per RAI Share that has been adjusted in accordance with the terms of the IBUI Warrant converted hereunder as a result of the Merger and Share Exchange. The IBUI Warrants shall be adjusted by dividing have the per share exercise price terms and conditions of each such Elite Warrant by the Exchange RatioIBUI Warrants converted hereunder. At the Effective Date, rounding RAI shall make available to the nearest centany holders of IBUI Warrants converted hereunder a new warrant evidencing RAI Warrant.

Options and Warrants. (a) All outstanding As of the Effective Time, the Company’s obligations under all unvested options to purchase Elite common Common Shares issued by the Company pursuant to the Company’s stock option plan (the "Elite “Option Plan”) or otherwise (collectively, “Options")”) and the Option Plan, shall cease insofar as it relates to represent a right to acquire shares of Elite common stock and shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options"); provided, however, that from and Options outstanding under such Plan immediately after the Effective Time, (i) shall be assumed by the Buyer. Immediately after the Effective Time, each unvested Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option at the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of fully paid and nonassessable unregistered Milestone Common Shares purchasable upon exercise subject to the unexercised portion of such Milestone Option multiplied by the Basic Common Conversion Ratio (subject to the Lockup Agreement in the form attached hereto as Exhibit C (the “Lockup Agreement”), with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option shall be equal to the number exercise price of shares of Elite common stock that were purchasable under such Elite Option immediately prior to the Effective Time multiplied Time, divided by the Exchange Ratio, rounding Basic Common Conversion Ratio (rounded up to the nearest whole sharecent). The term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and (ii) all of the per share exercise price for each such Milestone Option shall be adjusted by dividing other terms of the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Planotherwise remain unchanged. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal Prior to the number Closing Date, the Company shall cause the holders of shares of Elite common stock that were purchasable under such Elite Warrant each vested Option outstanding immediately prior to the Effective Time multiplied to exercise for cash or by cashless exercise and in each case in accordance with the Option Plan (or if not issued pursuant to the Option Plan, pursuant to the applicable option agreement) all of his or her vested Options, such vested Options to, accordingly, be cancelled, terminated and extinguished immediately prior to the Effective Time in exchange for the underlying amount of Common Shares. The Company shall in its good faith discretion determine the terms of the cashless exercise provisions to be afforded to the holders of Options if and to the extent that Options do not contain cashless exercise provisions, provided, that such provisions shall be in form and substance agreed by the Exchange RatioBuyer. (c) As soon as practicable after the Effective Time, rounding the Buyer or the Surviving Corporation shall deliver to the nearest whole shareholders of non-vested Options that remain outstanding after the Effective Time appropriate notices setting forth such holders’ rights pursuant to such Options, as amended by this Section 1.8, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (iisubject to the amendments provided for in this Section 1.8 and such notice). (d) The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the per share exercise price Options assumed in accordance with this Section 1.8. Within 90 days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under each the Securities Act of 1933 (as amended, the “Securities Act”) with respect to all shares of Buyer Common Stock subject to such Milestone Warrant Options that may be registered on a Form S-8, and shall be adjusted by dividing use its best efforts to maintain the per share exercise price effectiveness of each such Elite Warrant Registration Statement for so long as such Options remain outstanding. (e) The Company shall cause the termination, as of the Effective Time, of all unexpired and exercisable common stock purchase warrants issued by the Exchange Ratio, rounding Company prior to the nearest centClosing (the “Warrants”) which remain unexercised immediately prior to the Effective Time. (f) The Company shall obtain, prior to the Closing, the consent from each holder of an Option or a Warrant to the amendment (in the case of Options) or termination (in the case of Warrants) of such Option or Warrant pursuant to this Section 1.8 (unless such consent is not required under the terms of the Option Plan or other applicable agreement, instrument or Option grant).

Options and Warrants. (a) All At or prior to the Effective Time, EDI shall cause all outstanding options to purchase Elite common stock (the "Elite OptionsEDI OPTIONS"), shall cease to represent a right to acquire ) and warrants (the "EDI WARRANTS") exercisable for shares of Elite common stock 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 unexercised EDI Option or EDI Warrant and each such EDI Option and EDI Warrant shall, by virtue of the Merger and without any action on the part of the holder thereof, represent options or warrants, respectively, exercisable for shares of Bowmxx Xxxck having the same terms and conditions as the EDI Options and EDI Warrants (including such terms and conditions as may be incorporated by reference into the agreements evidencing EDI Options and EDI Warrants pursuant to the plans or arrangements pursuant to which such EDI Options and EDI Warrants were granted) except that the number of shares issuable upon exercise shall be converted automatically into an multiplied by the Exchange Ratio and rounded to the nearest whole number of shares of Bowmxx Xxxck and the exercise price per share of EDI Stock under such option or warrant shall be equal to acquire fully paid the exercise price per share of EDI Stock under such EDI Option or EDI Warrant divided by the Exchange Ratio and nonassessable unregistered Milestone Shares 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. Bowmxx xxxll take all corporate action necessary to reserve for issuance a sufficient number of shares of Bowmxx Xxxck for delivery upon the exercise of EDI Options and EDI Warrants after the Effective Time. ("Milestone Options"); provided, however, that from and b) As soon as practicable after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise of such Milestone Option shall be equal Bowmxx xxxll deliver to the number holders of shares of Elite common stock that were purchasable under such Elite Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, EDI Options and (ii) the per share exercise price for EDI Warrants appropriate notices setting forth each such Milestone Option shall be adjusted by dividing the per share exercise price of each holder's rights pursuant to such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite holder's EDI Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Planand/or EDI Warrant. (bc) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and Promptly after the Effective Time, (i) Bowmxx xxxll file or cause to be filed all registration statements on Form S-8, or other appropriate form, and all other registrations and qualifications as may be necessary in connection with the number sale of Milestone Shares purchasable upon exercise Bowmxx Xxxck contemplated by such EDI Options, including without limitation the additional listing of such Milestone Warrant shall be equal to shares on the number of shares of Elite common stock that were purchasable under such Elite Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole shareAmerican Stock Exchange, and Bowmxx xxxll cause such registration statements to remain effective (iiand maintain the current status of the prospectus or prospectuses contained therein) the per share exercise price under each for so long as such Milestone Warrant shall be adjusted by dividing the per share exercise price of each such Elite Warrant by the Exchange Ratio, rounding to the nearest centEDI Options remain exercisable.

Options and Warrants. (a) All At the Effective Date, RAI shall assume IBUI's rights and obligations under each of the outstanding stock options previously granted by IBUI to purchase Elite common certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Date (each such stock (option existing immediately prior to the Effective Date is referred to herein as an "Elite OptionsExisting IBUI Option" and each such assumed stock option existing immediately after the Effective Date is referred to herein as an "Assumed IBUI Option"). Under each Assumed IBUI Option, the optionee shall cease to represent a have the right to acquire shares receive from RAI, in accordance with the terms and subject to the conditions of Elite common stock the Existing IBUI Option, the Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing IBUI Option immediately prior to the Effective Date, but only in accordance with the terms and conditions of the Existing IBUI Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.10(a), the Assumed IBUI Option shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options")not give the optionee any additional benefits that the holder thereof did not have under the Existing IBUI Option; provided, however, that from and after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise terms of such Milestone Existing IBUI Options shall govern the vesting thereof, including, if applicable, any vesting of Existing IBUI Options as a result of the Merger and Share Exchange. Each Assumed IBUI Option shall be equal to constitute a continuation of the number of shares of Elite common stock Existing IBUI Option, substituting RAI for IBUI. (b) Each IBUI Warrant that were purchasable under such Elite Option is outstanding immediately prior to the Effective Time multiplied Date and that does not expire at the Effective Date by the terms thereof shall, by virtue of the Merger and Share Exchange Ratio, rounding and pursuant to the nearest whole share, and (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide the IBUI Warrant or with the consent of the majority of the holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants")thereof, shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into and exchanged for a warrant to acquire fully paid and nonassessable unregistered Milestone Merged Company Warrant exercisable for the [Conversion Number] of Merged Company Shares ("Milestone Warrants"); provided, however, that from and after for each share of Merged Company Common Stock for which the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone IBUI Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant is exercisable immediately prior to the Effective Time multiplied by the Exchange RatioDate, rounding to the nearest whole share, and (ii) the per share at an exercise price under each such Milestone per Merged Company Share that has been adjusted in accordance with the terms of the IBUI Warrant converted hereunder as a result of the Merger and Share Exchange. The IBUI Warrants shall be adjusted by dividing have the per share exercise price terms and conditions of each such Elite Warrant by the Exchange RatioIBUI Warrants converted hereunder. At the Effective Date, rounding RAI shall make available to the nearest centany holders of IBUI Warrants converted hereunder a new warrant evidencing RAI Warrant.

Options and Warrants. (a) All At the Effective Time, the Merged Company shall assume Nixxo's rights and obligations under each of the outstanding stock options previously granted by Nixxo to purchase Elite common certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock (option existing immediately prior to the Effective Time is referred to herein as an "Elite OptionsExisting Nixxo Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Nixxo Option"). Under each Assumed Nixxo Option, the optionee shall cease to represent a have the right to acquire shares receive from the Merged Company, in accordance with the terms and subject to the conditions of Elite common stock the Existing Nixxo Option, the Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Nixxo Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Nixxo Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Nixxo Option shall be converted automatically into an option to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Options")not give the optionee any additional benefits that the holder thereof did not have under the Existing Nixxo Option; provided, however, that from and after the Effective Time, (i) the number of fully paid and nonassessable unregistered Milestone Shares purchasable upon exercise terms of such Milestone Existing Nixxo Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Nixxo Options as a result of the Merger. Each Assumed Nixxo Option shall be equal to constitute a continuation of the number Existing Nixxo Option, substituting the Merged Company for Nixxo. (b) Each of shares of Elite the outstanding common stock purchase warrants previously granted by Nixxo that were purchasable under such Elite Option are outstanding immediately prior to the Effective Time multiplied and that does not expire at the Effective Time by the Exchange Ratio, rounding to the nearest whole share, and terms thereof (ii) the per share exercise price for each such Milestone Option shall be adjusted by dividing the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Plan. (b) All outstanding warrants to purchase Elite common stock (the "Elite Warrants"), shall cease to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); provided, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant existing immediately prior to the Effective Time multiplied is referred to herein as a "Nixxo Warrant") shall, by virtue of the Exchange Ratio, rounding Merger and pursuant to the nearest whole shareterms of the Nixxo Warrant or with the consent of the majority of the holders thereof, be converted into and exchanged for a common stock purchase warrant of the Merged Company (ii"Merged Company Warrant") exercisable for the per Conversion Number of Merged Company Shares for each share of Merged Company Common Stock for which the Nixxo Warrant is exercisable immediately prior to the Effective Time, at an exercise price under each such Milestone per Merged Company Share that has been adjusted in accordance with the terms of the Nixxo Warrant converted hereunder as a result of the Merger. The Merged Company Warrants shall be adjusted by dividing have the per share exercise price terms and conditions of each such Elite Warrant by the Exchange RatioNixxo Warrants converted hereunder. At the Effective Time, rounding the Merged Company shall make available to any holders of Nixxo Warrants converted hereunder a new warrant evidencing the nearest centMerged Company Warrant.

Options and Warrants. (a) All On the Effective Date, each outstanding options to purchase Elite common stock OrthoSupply Option under the OrthoSupply 2005 Stock Option Plan (the "Elite Options"“Old OrthoSupply Option Plan”), whether vested or unvested, shall cease to represent a right to acquire shares of Elite common stock be assumed by CMNW and shall be converted automatically into constitute an option to acquire fully paid acquire, on the same terms and nonassessable unregistered Milestone Shares conditions as were applicable under such OrthoSupply Option, the same number of shares of CMNW Common Stock as the holder of such OrthoSupply Option would have been entitled to receive pursuant to the Merger had such holder exercised such warrant or option ("Milestone Options"); provided, however, that from and after including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before the Effective TimeDate, at a price per share (rounded upward to the nearest whole cent) equal to (i) the number aggregate exercise price for the shares of fully paid and nonassessable unregistered Milestone Shares OrthoSupply Common Stock purchasable upon exercise of pursuant to such Milestone OrthoSupply Option shall be equal to immediately before the Effective Date divided by (ii) the number of full shares of Elite common CMNW Common Stock deemed purchasable pursuant to such OrthoSupply Option in accordance with the foregoing. As of the Effective Date, the Old OrthoSupply Option Plan shall be terminated. (b) The consummation of the Merger shall not result in the termination or acceleration of any outstanding OrthoSupply Options under the Old OrthoSupply Option Plan that are so assumed by CMNW. It is the intention of the parties that the OrthoSupply Options so assumed by CMNW qualify following the Effective Date as incentive stock that were purchasable under options as defined in Section 422 of the Code to the extent such Elite OrthoSupply Options qualified thereunder as incentive stock options before the Effective Date. As promptly as reasonably practicable after the approval and adoption of a new 2006 China Media Networks equity incentive plan (the “New CMNW Option Plan”) and the receipt of all documentation CMNW reasonably requires relating to the exchange of the outstanding OrthoSupply Options, CMNW will issue to each person who, immediately prior to the Effective Time multiplied Date, is a holder of an outstanding OrthoSupply Option under the Old OrthoSupply Option Plan that is to be assumed by CMNW and exchanged hereunder, a new CMNW Option under the Exchange RatioNew CMNW Option Plan. As of the Effective Date, rounding all then existing CMNW option and other equity incentive plans shall be terminated. (c) On the Effective Date, CMNW shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CMNW Common Stock for delivery under the OrthoSupply Options assumed and exchanged in accordance with this Section 11. (d) On the Effective Date, each outstanding OrthoSupply Warrant to purchase shares of OrthoSupply Common Stock shall be assumed by CMNW and shall constitute a warrant to acquire, on the same terms and conditions as were applicable under such OrthoSupply Warrant, the same number of shares of CMNW Common Stock as the holder of such OrthoSupply Warrant would have been entitled to receive pursuant to the Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before the Effective Date, at a price per share (rounded upward to the nearest whole share, and cent) equal to (i) the aggregate exercise price for the shares of OrthoSupply Common Stock purchasable pursuant to such OrthoSupply Warrant immediately before the Effective Date divided by (ii) the per share exercise price for each number of full shares of CMNW Common Stock deemed purchasable pursuant to such Milestone Option shall be adjusted by dividing OrthoSupply Warrant in accordance with the per share exercise price of each such Elite Option by the Exchange Ratio, rounding to the nearest cent. Such Elite Options shall be assumed by Milestone under the terms of an employee option plan to be established by Milestone which shall provide holders of such options with substantially the same rights and obligations as the Elite Stock Option Planforegoing. (be) All The consummation of the Merger shall not result in the termination or acceleration of any outstanding warrants to purchase Elite common stock OrthoSupply Warrants that are so assumed by CMNW. As promptly as reasonably practicable and in any event within five (the "Elite Warrants"5) business days after receipt of each outstanding OrthoSupply Warrant (or, if misplaced, a lost warrant affidavit in such form as CMNW reasonably requires), shall cease CMNW will issue to represent a right to acquire shares of Elite common stock and shall be converted automatically into a warrant to acquire fully paid and nonassessable unregistered Milestone Shares ("Milestone Warrants"); providedeach person who, however, that from and after the Effective Time, (i) the number of Milestone Shares purchasable upon exercise of such Milestone Warrant shall be equal to the number of shares of Elite common stock that were purchasable under such Elite Warrant immediately prior to the Effective Time multiplied by the Exchange RatioDate, rounding to the nearest whole share, and (ii) the per share exercise price under each such Milestone Warrant shall be adjusted by dividing the per share exercise price is a holder of each such Elite outstanding OrthoSupply Warrant that is to be assumed by CMNW and exchanged hereunder, a new CMNW Warrant. (f) On the Exchange RatioEffective Date, rounding CMNW shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CMNW Common Stock for delivery under the nearest centOrthoSupply Warrants assumed and exchanged in accordance with this Section 11.