definiens: within the meaningof Section 422 of the Code, no later than five ( 5 ) Business Days prior to ) the Effective Time, accelerate the vesting and exercisability ofeach such unexpired and unexercised Company Stock Option then outstanding so that each such Company Stock Option shall be fullyvested and exercisable prior to the Effective Time, ( ii ) terminate each Company Stock Plan as of the Effective Time ( except as otherwiseagreed by Parent ) and ( iii ) cause, as of immediately prior to the Effective Time, each unexpired and unexercised Company Stock Optionoutstanding as of immediately prior to the Effective Time, whether vested or unvested ( and each Company Stock Plan, if any, under whichany Company Stock Option may be granted except, with respect to any such plan, as otherwise agreed by Parent ) to be cancelled, terminated and extinguished, subject to payment pursuant to, and in order to give effect to, this Section 2.06