Common use of Stock Option Plans and Warrants Clause in Contracts

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof but in no event later than the Effective Time, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, including by adopting resolutions or taking any other actions, so as to allow each outstanding option to purchase Shares (a "Company Stock ------------- Option") heretofore granted under any stock option, stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option Plans") and each outstanding warrant or other right or option to ------------------ purchase Shares (a "Warrant") in each case outstanding immediately prior to ------- the date hereof, whether or not then exercisable, either (i) shall be canceled at the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Merger Consideration over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") or (ii) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, that no such cash payment has been made. -------- The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of Newco

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof of this Agreement but in no event later than the Effective Timeconsummation of the Offer, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, (including by adopting resolutions or taking any other actions) ensure that, so except as to allow set forth on Schedule 7.04(a), each outstanding option to purchase Shares (a "Company Stock ------------- Option") heretofore granted under any stock option, stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option Plans") and each outstanding warrant or other right or option to ------------------ purchase Shares (a "Warrant") in each case outstanding immediately prior to ------- the date hereofconsummation of the Offer, whether or not then exercisable, shall either (ix) shall be canceled at cancelled immediately prior to the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (xy) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (yz) the excess of the Merger Consideration price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") or (iiy) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, however, that no such cash payment has been made. -------- The Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans) shall use its reasonable best efforts to ensure that immediately prior to the Effective Time the Company Stock Options and Warrants set forth on Schedule 7.04(a) are cancelled or converted as set forth above. The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of NewcoParent (which consent will not be unreasonably withheld).

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof but in no event later than the Effective Time, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, including by adopting resolutions or taking any other actions, so as to allow each outstanding option to purchase Shares (a "Company Stock ------------- OptionCOMPANY STOCK OPTION") heretofore granted under any stock option, stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option PlansSTOCK OPTION PLANS") and each outstanding warrant or other right or option to ------------------ purchase Shares (a "WarrantWARRANT") in each case outstanding immediately prior to ------- the date hereof, whether or not then exercisable, either (i) shall be canceled at the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Cash Merger Consideration Price over the per Share exercise price of such Company Stock Option or Warrant (the "Net AmountNET AMOUNT") or (ii) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; providedPROVIDED, that no such cash payment has been made. -------- The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of NewcoInvestor (which consent will not be unreasonably withheld).

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof but in no event later than the Effective Timeconsummation of the Offer, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, (including by adopting resolutions or taking any other actions, ) take action so as to allow each outstanding option to purchase Shares (a "Company Stock ------------- Option") heretofore granted under any stock -------------------- option, stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option Plans") and each outstanding ------------------ warrant or other right or option to ------------------ purchase Shares (a "Warrant") in each case outstanding ------- immediately prior to ------- the date hereofhereof (except the Director Warrants), whether or not then exercisable, either (i) shall be canceled at immediately after consummation of the Effective Time Offer in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Merger Consideration price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") ---------- or (ii) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, that no such cash payment has -------- been made. -------- The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of NewcoParent (which consent will not be unreasonably withheld).

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof of this Agreement but in no event later than the Effective Timeconsummation of the Offer, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, (including by adopting resolutions or taking any other actions) ensure that, so except as to allow set forth on Schedule 7.04(a), each outstanding option to purchase Shares (a "Company Stock ------------- Option") heretofore granted under any stock option, stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option Plans") and each outstanding warrant or other right or option to ------------------ purchase Shares (a "Warrant") in each case outstanding immediately prior to ------- the date hereofconsummation of the Offer, whether or not then exercisable, shall either (ix) shall be canceled at cancelled immediately prior to the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (xy) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (yz) the excess of the Merger Consideration price per Share to be paid in the Offer over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") or (iiy) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, however, that no such cash payment has been made. -------- The Company (or, 43 38 if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans) shall use its reasonable best efforts to ensure that immediately prior to the Effective Time the Company Stock Options and Warrants set forth on Schedule 7.04(a) are cancelled or converted as set forth above. The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of NewcoParent (which consent will not be unreasonably withheld).

Stock Option Plans and Warrants. (a) As soon as practicable following the date hereof but in no event later than the Effective Time, the Company (or, if appropriate, the Board of Directors of the Company or any committee administering the Stock Option Plans (as defined below)) shall take action, including by adopting resolutions or taking any other actions, so as to allow each outstanding option to purchase Shares (a "Company Stock ------------- Option") heretofore granted under any stock option, -------------------- stock appreciation rights ------ or stock purchase plan, program or arrangement of the Company (collectively, the "Stock Option Plans") and each outstanding warrant or ------------------ other right or option to ------------------ purchase Shares (a "Warrant") in each case outstanding ------- immediately prior to ------- the date hereof, whether or not then exercisable, either (i) shall be canceled at the Effective Time in exchange for an amount in cash, payable at the time of such cancellation, equal to the product of (x) the number of Shares subject to such Company Stock Option or Warrant immediately prior to the Effective Time and (y) the excess of the Cash Merger Consideration Price over the per Share exercise price of such Company Stock Option or Warrant (the "Net Amount") ---------- or (ii) shall be ---------- converted immediately prior to the Effective Time into the right solely to receive the Net Amount; provided, that no such cash payment has -------- been made. -------- The Company shall not make, or agree to make, any payment of any kind to any holder of a Company Stock Option or a Warrant (except for the payment described above) without the consent of NewcoInvestor (which consent will not be unreasonably withheld).