Common use of Options and Warrants Clause in Contracts

Options and Warrants. At the Effective Time, each holder of a then outstanding option (collectively, the "Options") or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to such Option or Warrant an amount (subject to any applicable withholding tax) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive number. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of Options or Warrants, to the extent required by the terms of the plans or agreements governing such Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled as of the Effective Time, and (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereof.

Options and Warrants. At 10.1. As of the Effective Time, all outstanding options to purchase MSI Solutions Stock issued by MSI Solutions pursuant to its stock option plans or otherwise ("Options") and outstanding warrants to purchase MSI Solutions Stock ("Warrants"), whether vested or unvested, shall be assumed by Eclipsys. Immediately after the Effective Time, each holder of a then Option or Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute an option (collectively, the "Options") or warrant (collectivelyto acquire, on the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to same terms and conditions as were applicable under such Option or Warrant an amount (subject to any applicable withholding tax) in cash at the Effective Time, such number of shares of Eclipsys Stock as is equal to the difference between number of shares of MSI Solutions Stock subject to the Offer Price and unexercised portion of such Option or Warrant multiplied by the MSI Solutions Conversion Ratio (with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number or, in the case of .5, to the nearest odd number). The exercise price per Share share of each such assumed Option or Warrant shall be equal to the exercise price of such Option or Warrant immediately prior to the extent such difference is a positive numberEffective Time divided by the MSI Solutions Conversion Ratio. Prior to The term, exercisability, vesting schedule, status as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. 10.2. As soon as practicable after the Effective Time, Eclipsys or the Company Surviving Corp. shall use its best efforts deliver to obtain all necessary consents or releases from the holders of Options or Warrants, and Warrants appropriate notices setting forth such holders' rights pursuant to the extent required by the terms of the plans or agreements governing such Options or and Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated amended by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser 10, and the Company, agreements evidencing such Options and Warrants shall continue in effect on the Company same terms and conditions (subject to the amendments provided for in this Section). 10.3. Eclipsys shall take all corporate action necessary to ensure that (i) the Company's 1991 reserve for issuance a sufficient number of shares of Eclipsys Common Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as delivery upon exercise of the Effective Time Options and the provisions Warrants assumed in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled accordance with this Section 10. As soon as of practicable after the Effective Time, and Eclipsys shall file a Registration Statement on Form S-8 (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and successor form) under the Securities Act of 1933, as amended (the "Securities Act") with respect to all such plans have been terminatedshares of Eclipsys Stock subject to Options that may be registered on a Form S-8, and (b) shall use its reasonable best efforts to maintain the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock effectiveness of the Company, the Surviving Corporation or any Subsidiary thereofsuch Registration Statement for so long as such Options remain outstanding.

Options and Warrants. At On the Closing Date, the Parent shall deliver to the Exchange Agent or its nominee option agreements and warrants to purchase Parent Common Stock and Class B Warrants (the "Merger Options and Warrants") in an amount equal to the Merger Consideration attributable to each share of PSI Common Stock underlying each outstanding Option (other than options described in Section 2.2(c)) and Warrant, and otherwise containing substantially the same terms as are contained in the applicable option agreement or warrant. As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to send a notice and transmittal form to each holder of Options and Warrants (other than holders of Options described in Section 2.2(c)), advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Options or Warrants in exchange for the Merger Options and Warrants. ARTICLE III OTHER AGREEMENTS Section 3.1. Preparation of Form S-4 and the Proxy Statements; Stockholder Meetings; Other Filings. (a) PSI will, as soon as reasonably practicable following the date of this Agreement, take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-laws to convene a then outstanding option meeting of its stockholders (collectively, the "OptionsPSI Stockholder Meeting") or warrant (collectively, for the "Warrants") purpose of obtaining the affirmative vote to purchase Shares granted approve and adopt this Agreement and the transactions contemplated hereby at the PSI Stockholder Meeting of the holders of a majority of the votes represented by the Companyoutstanding PSI Common Stock ("PSI Stockholder Approval"). The proxy statement for such meeting shall contain the recommendation of PSI's Board of Directors that the stockholders vote to approve and adopt this Agreement and the transactions contemplated hereby, whether or and such recommendation shall not then exercisablebe withdrawn; provided, shall in settlement thereofhowever, receive for each Share that such recommendation is subject to such Option or Warrant an amount (subject the exercise of the discretion of PSI's Board of Directors of its fiduciary duties to any applicable withholding tax) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive numberPSI's shareholders. Prior to the Effective Time, the Company PSI shall use its reasonable best efforts to obtain solicit from its stockholders proxies in favor of such adoption and approval and shall take all other action necessary consents or releases from holders to secure the vote of Options or Warrants, to the extent stockholders required by DGCL to effect the terms transactions contemplated hereby. (b) As soon as practicable after execution and delivery of this Agreement, PSI shall prepare in accordance with the applicable requirements of the plans or agreements governing such Options or WarrantsSecurities Exchange Act of 1934, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunderamended ("Exchange Act"), and DGCL, a proxy statement in connection with the PSI Stockholder Meeting (the "Proxy Statement"). Parent shall cooperate with PSI in the preparation and filing of the Proxy Statement, including any and all amendments and supplements thereto. Parent and PSI will cooperate in order for Parent to prepare and file with the United States Securities and Exchange Commission ("SEC") a registration statement on Form S-4 in connection with the issuance of the Access Merger Securities (the "Form S-4"), in which the Proxy Statement will be included as a part of a proxy statement/prospectus. PSI and Parent shall each use all reasonable efforts to have the Form S-4 declared effective under the Securities Act of 1933, as amended ("Securities Act") as soon as practicable after such filing. PSI will use all reasonable efforts to cause the Proxy Statement to be mailed to each of PSI's stockholders and, if Parent elects or is required to do so, Parent will use all reasonable efforts to cause the Proxy Statement to be mailed to Parent's stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Access Merger Securities and PSI shall furnish all such other lawful action information concerning PSI and its stockholders as may be reasonably requested in connection with any such action. (c) If the Board of Directors of Parent determines that it is necessary or desirable to do so, Parent will, as soon as reasonably practicable following the date of this Agreement, take all action necessary in accordance with applicable law and its Restated Certificate of Incorporation and By-laws to convene a meeting of its stockholders (the "Access Stockholder Meeting") for the purpose of obtaining the affirmative vote at the Access Stockholder Meeting of the holders of a majority of the votes represented by the outstanding Parent Common Stock ("Access Stockholder Approval"). The proxy statement for such meeting (which shall be part of the proxy statement/prospectus contained in the Form S-4) shall contain the recommendation of Parent's Board of Directors that the stockholders vote to approve and adopt this Agreement and the transactions contemplated hereby, and such recommendation shall not be withdrawn; provided, however, that such recommendation is subject to the exercise of the discretion of Parent's Board of Directors of its fiduciary duties to Parent's shareholders. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of such adoption and approval and shall take all other action necessary to give secure the vote of stockholders required by DGCL to effect the transactions contemplated hereby. (d) As soon as practicable after the execution and delivery of this Agreement, PSI and Parent shall promptly and properly prepare and file any other schedules, statements, reports, or other documents required (if any) under the Exchange Act, the Securities Act, or any other federal or state securities laws relating to the transactions contemplated by this Section 2.4 hereby (except for such action that may require the approval "Other Filings"). Each party shall notify the other party hereto promptly of the Company's shareholders). Except as otherwise agreed receipt by such party of any stop order, comments or requests for additional information from any governmental official with respect to the Proxy Statement, the Form S-4 or any Other Filing made by Parent or such party and will supply the Purchaser other party with copies of all correspondence between such party and its representatives, on the one hand, and the Companyappropriate government official, on the other hand, with respect to the Proxy Statement, Form S-4 and Other Filings made by such party. Each of PSI and Access shall use reasonable efforts to obtain and furnish the information required to be included in the Form S-4, the Company Proxy Statement and any Other Filing and, after consultation with the other party, to respond promptly to any comments made by any government official with respect to any filing. (e) PSI shall take use all action necessary reasonable efforts to ensure that cause to be delivered to Parent a so-called "cold comfort" letter of Xxxxxx Xxxxxxxx LLP, PSI's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective, addressed to Parent, in form reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Parent shall use all reasonable efforts to cause to be delivered to PSI a so-called "cold comfort" letter of Price Waterhouse LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective, addressed to PSI, in form reasonably satisfactory to PSI and customary in scope and substance for letters delivered by independent public accountants in connection with the registration statements similar to the Form S-4. (g) Parent agrees to use reasonable efforts to effect, prior to the Closing Date, the listing on the NASDAQ Small Cap market, upon official notice of issuance, of the Access Merger Shares and the Access Merger Warrants to be issued hereunder. (h) PSI hereby agrees to indemnify and hold harmless Parent and its directors, officers, advisors and agents and Parent hereby agrees to indemnify and holds harmless PSI and its directors, officers, advisors and agents, from and against any loss, claim, damage, cost, liability, obligation or expense (including reasonable attorney's fees and costs of investigation) to which any indemnified party may become subject under the Securities Act, Exchange Act, or otherwise, insofar as such loss, claim, damage, cost, liability, obligation or expense or actions in respect thereof: (i) relates solely to a claim brought against such indemnified party by a third party who is not affiliated with either the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and indemnified party or the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled as of the Effective Time, indemnifying party; and (ii) following arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Effective Time, Form S-4 or the Proxy Statement or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein with respect to such indemnifying party not misleading; and (aiii) no participant such untrue statement or omission or alleged omission is made in any Stock Option Plan or other plansinformation with respect to the indemnifying party furnished in writing by such indemnifying party specifically for inclusion in the Proxy Statement, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation Form S-4 or any Subsidiary thereof and all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereofOther Filing.

Options and Warrants. At (a) Each Company Option will become fully vested and exercisable as of immediately prior to the Effective Time. (b) Each Company Option and each Company Warrant shall at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, in respect of each share of Company Capital Stock then subject to such Company Option or Company Warrant (as applicable): an amount in cash equal to: (i) the Per Common Share Consideration; less (ii) the exercise price per share of Company Capital Stock subject to such Company Option or Company Warrant (as applicable). If the exercise price payable in respect of a share of Company Capital Stock subject to any Company Option or Company Warrant (as applicable) exceeds the Per Common Share Consideration, the amount payable hereunder shall be zero for such Company Option or Company Warrant (as applicable). Company Options and Company Warrants to purchase Company Capital Stock that are not In-the-Money Options and Warrants shall be cancelled, terminated and extinguished as of the Effective Time in a manner that does not violate applicable law. (c) At Closing, Purchaser shall pay to Company, for payment through the Company’s payroll system on the first Business Day after the Effective Time to the holders of In-the-Money Options in accordance with Section 3.3(b) (subject to such holder delivering an option cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Options Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable payroll or withholding Taxes. (d) At Closing, Purchaser shall pay to the Paying Agent, for payment on the first Business Day after the Effective Time to the holders of In-the-Money Warrants in accordance with Section 3.3(b) (subject to such holder delivering a warrant cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Warrants Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable withholding Taxes. (e) Any installment payments received by a holder of a then Company Option under this Section 3.3 are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. Each holder of an outstanding option (collectively, the "Options") or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to such Company Option or Company Warrant an amount cancelled as provided in this Section 3.3 shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 3.3 without interest. (subject to any applicable withholding taxf) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive number. Prior to the Effective Time, the Company shall use its best efforts to obtain take all necessary consents or releases from holders of Options or Warrantsand appropriate action, including amending the applicable Employee Benefit Plan and/or obtaining any necessary consents, to effect the extent required by the terms provisions of the plans or agreements governing such Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled as of the Effective Time, and (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereof3.3.

Options and Warrants. At the Effective Time, each holder of a then outstanding option (collectively, the "Options"a) or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to such Option or Warrant an amount (subject to any applicable withholding tax) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive number. Prior to the Effective Time, the Company shall use its best efforts to obtain take all actions necessary consents or releases from holders of so that at the Effective Time, all Options or Warrantsand Warrants shall be cancelled, to the extent required by in each case in accordance with the terms of the plans relevant Stock Plan or otherwise under which such Options and Warrants were granted, as applicable, and shall take all actions (including, if appropriate, amending the terms of the relevant Stock Plan or amending or waiving relevant agreements governing such providing for vesting conditions on Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be ) that are necessary to give effect to the transactions contemplated by this Section 2.4 2.6. Each holder of an Option or Warrant cancelled in accordance with this Section 2.6(a) shall be entitled to receive in settlement of such Option the amount set forth in Section 2.6(b) or in settlement of such Warrant the amount set forth in Sections 2.6(c) and (except for such action that may require the approval of the Company's shareholdersd), as applicable. Except as otherwise agreed to by Parent or the Purchaser and the Company, the The Company shall take all action necessary steps necessary: (i) to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, Warrants, rights or agreements which would entitle any Person to acquire any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof (iexcept for cash payments to be made as provided in this Section 2.6) and (ii) to cause such Options and any other options, Warrants, rights or agreements which would entitle any Person to acquire any capital stock of the Company's 1991 Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof to be cancelled or cause the holders of the Options or such other options, Warrants, rights or agreements to agree to such cancellation thereof as provided herein. The Company shall terminate the Stock Option Plan, 1993 Stock Option Plan, as amended and restated Plans as of October 11the Effective Time. (b) Each outstanding Option, 1995both vested and unvested, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of be cancelled at the Effective Time and the provisions holder of each vested Option (each, an “Effective Time Option Holder”) shall be entitled to receive, in any other planthe manner provided in Section 2.7(b)(vi), program or arrangement providing for an amount in cash, without interest, (the issuance or grant of any other interest in respect “Option Closing Payment”), equal to (i) (x) (A) the Initial Purchase Price, minus the Aggregate Preferred Share Amount, minus the aggregate amount of the capital stock Preferred Share Warrant Closing Payment, minus the applicable Escrow Amount Deduction, plus the aggregate exercise price for all Options, plus the aggregate exercise price for all Warrants, divided by (B) the number of Common Shares outstanding immediately prior to the Effective Time (assuming the exercise of all Options and all Warrants issued pursuant to the Common Share Warrant Agreement, whether vested or unvested, outstanding at such time, but excluding any Common Shares which are held by any wholly owned Subsidiary of the Company or any Subsidiary thereofin the treasury of the Company), minus (y) the applicable exercise price per Common Share for each such Option, multiplied by (ii) the number of Common Shares issuable upon the exercise of such Option. (c) Each outstanding Warrant issued pursuant to the Common Share Warrant Agreement shall be cancelled as at the Effective Time and the holder thereof (each, an “Effective Time Common Share Warrant Holder”) shall be entitled to receive, in the manner provided in Section 2.7(b)(viii), an amount in cash, without interest (the “Common Share Warrant Closing Payment”), equal to (i) (x) (A) the Initial Purchase Price, minus the Aggregate Preferred Share Amount, minus the aggregate amount of the Preferred Share Warrant Closing Payment, minus the applicable Escrow Amount Deduction, plus the aggregate exercise price for all Warrants, plus the aggregate exercise price for all Options, divided by the number of Common Shares outstanding immediately prior to the Effective TimeTime (assuming the exercise of all Options and Common Share Warrants, and whether vested or unvested, outstanding at such time, but excluding any Common Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company), minus (y) the applicable exercise price per Common Share for each such Common Share Warrant, multiplied by (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities number of Common Shares issuable upon the Company, the Surviving Corporation or any Subsidiary thereof and all exercise of such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereofCommon Share Warrant.

Options and Warrants. (a) At the Effective Time, except as otherwise provided in this Section 2.3, each holder option and warrant granted by the Company to purchase shares of a then Company Common Stock, which is outstanding option immediately prior thereto (an "Option" or, collectively, the "Options"), shall be canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor, except to the extent that (i) or warrant (collectively, the "Warrants") to purchase Shares any such Option granted by the CompanyCompany to purchase shares of Company Common Stock has vested and is exercisable immediately prior to the Effective Time, whether as a result of the passing of time, the Merger or otherwise, or (ii) any such Option was granted pursuant to a Company stock option plan and such option has not then exercisableyet vested. In such event, shall each holder of such an Option (excluding Parent) shall, individually, in settlement thereof, receive from the Surviving Corporation for each Share share subject to such an Option or Warrant an amount (subject to any applicable back-up withholding taxtaxes) in cash equal to the difference between between: (i) the Offer Price Merger Consideration and (ii) the per Share share exercise price of such Option or Warrant Option, to the extent such difference is a positive numbernumber (the "Option Consideration"). (b) Upon receipt of the Option Consideration, the Option shall be canceled. The surrender of an Option to the Surviving Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Options. (c) Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of Options or Warrants, to the extent required by the terms of the plans or agreements governing such Options or Warrants, as the case may be, or pursuant to the terms of under any Option or Warrant granted thereunder, and all Company stock option plan(s) and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that parties: (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended any and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans"all Company stock option plan(s) shall have been terminated terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled canceled as of the Effective Time, Time and (ii) the Company shall take all commercially reasonable action in an effort to provide that following the Effective Time, (a) Time no participant in any Stock Option Plan stock option plan(s) or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, Company or the Surviving Corporation or any Subsidiary thereof and to terminate all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereofplans.

Options and Warrants. At (a) As of the Effective Time, all options to purchase Company Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, shall be assumed by the Buyer. Immediately after the Effective Time, each holder of a then Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option (collectivelyto acquire, on the "Options") or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to same terms and conditions as were applicable under such Option or Warrant an amount (subject to any applicable withholding tax) in cash at the Effective Time, such number of shares of Buyer Common Stock as is equal to the difference between number of Company Shares subject to the Offer Price and unexercised portion of such Option multiplied by 2.2298 (the "Conversion Ratio"), with any fraction resulting from such multiplication to be rounded down to the nearest whole number. The exercise price per Share share of each such assumed Option shall be equal to the exercise price of such Option or Warrant to the extent such difference is a positive number. Prior immediately prior to the Effective Time, divided by the Company Conversion Ratio, with such quotient rounded up to the nearest whole cent. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. As part of the Merger, certain holders of the Options shall be given an opportunity to have their Options converted into Buyer Common Stock upon a conversion ratio equal to 2.5461, in return for executing an Optionee Consent Agreement in the form attached hereto as Exhibit C (an "Optionee Consent Agreement") whereby such holder agrees to participate in the Escrow Agreement and agrees to resale restrictions on shares of Buyer Common Stock acquired upon exercise of such Options. (b) As soon as practicable after the Effective Time, the Buyer or the Surviving Corporation shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to such Options, as amended by this Section 1.12, and the agreements evidencing such Options shall 7 PAGE continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.12 and such notice). (c) 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 Options assumed in accordance with this Section 1.12. As soon as practicable following the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "Securities Act") with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8, and shall use its best efforts to obtain all necessary consents or releases from holders maintain the effectiveness of Options or Warrants, to the extent required by the terms of the plans or agreements governing such Registration Statement for so long as such Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled as of the Effective Time, and (ii) following the Effective Time, (a) no participant in any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any Subsidiary thereof and all such plans have been terminated, and (b) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company, the Surviving Corporation or any Subsidiary thereofremain outstanding.