OF
A SHARE OF PARENT COMMON STOCK (AFTER AGGREGATING ALL FRACTIONAL SHARES OF
PARENT COMMON STOCK TO BE RECEIVED BY SUCH HOLDER) SHALL RECEIVE FROM PARENT AN
AMOUNT OF CASH WITHOUT INTEREST (ROUNDED TO THE NEAREST WHOLE CENT) EQUAL TO THE
PRODUCT OF (I) SUCH FRACTION, MULTIPLIED BY (II) THE CLOSING SALE PRICE FOR A
SHARE OF PARENT COMMON STOCK ON THE NASDAQ NATIONAL MARKET ON THE TRADING DAY
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
(G)
DISSENTING SHARES.
NO DISSENTERS' RIGHTS
SHALL ARISE IN CONNECTION WITH THE MERGER PURSUANT TO SECTION 262(B) OF THE DGCL
WHICH APPLIES TO COMPANY COMMON STOCK.
2.2.
Stock Options and Warrant.
(A)
AT THE EFFECTIVE TIME, EACH OUTSTANDING
OPTION TO PURCHASE SHARES OF COMPANY COMMON STOCK UNDER THE COMPANY STOCK OPTION
PLANS (EACH, A "COMPANY OPTION"), WHETHER VESTED OR UNVESTED IMMEDIATELY PRIOR
TO THE EFFECTIVE TIME, SHALL BE ASSUMED BY PARENT AND CONVERTED INTO AN OPTION
(EACH, AN "ASSUMED COMPANY OPTION") TO ACQUIRE PARENT COMMON STOCK, ON
SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE COMPANY OPTION, INCLUDING BUT
NOT LIMITED TO ANY PERFORMANCE CRITERIA WITH RESPECT TO THE COMPANY'S BUSINESS
OPERATIONS SET FORTH IN THE APPLICABLE STOCK OPTION AGREEMENTS AS WERE
APPLICABLE UNDER SUCH COMPANY OPTION.
THE ASSUMED COMPANY OPTIONS WILL BE
CALCULATED BASED ON AN "IMPLIED EXCHANGE RATIO" WHICH SHALL EQUAL THE SUM OF
(A) THE EXCHANGE RATIO PLUS (B) THE QUOTIENT EQUAL TO DIVIDING THE CASH
COMPONENT PER SHARE BY THE PARENT COMMON STOCK'S CLOSING SALE PRICE PER SHARE ON
THE EFFECTIVE DATE.
THE NUMBER OF WHOLE SHARES OF PARENT COMMON STOCK
PURCHASABLE WITH AN ASSUMED COMPANY OPTION SHALL EQUAL THE NUMBER OF SHARES OF
COMPANY COMMON STOCK THAT WERE ISSUABLE UPON EXERCISE OF SUCH COMPANY OPTION
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME MULTIPLIED BY THE IMPLIED EXCHANGE
RATIO, AS ADJUSTED PURSUANT TO SECTION 2.1(E) ABOVE
4
(ROUNDED DOWN TO THE NEAREST WHOLE NUMBER OF SHARES OF PARENT COMMON STOCK). THE
PER SHARE EXERCISE PRICE OF THE SHARES OF PARENT COMMON STOCK ISSUABLE UPON
EXERCISE OF SUCH ASSUMED COMPANY OPTION SHALL BE EQUAL TO THE EXERCISE PRICE PER
SHARE OF COMPANY COMMON STOCK AT WHICH SUCH COMPANY OPTION WAS EXERCISABLE
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME DIVIDED BY THE IMPLIED EXCHANGE RATIO,
AS ADJUSTED PURSUANT TO SECTION 2.1(E) ABOVE (ROUNDED UP TO THE NEAREST WHOLE
CENT).
OTHER THAN PURSUANT TO THE TERMS OF EXISTING COMMITMENTS (ALL OF WHICH
COMMITMENTS ARE IDENTIFIED IN SECTION 2.2 OF THE COMPANY DISCLOSURE LETTER) (AS
DEFINED IN THE PREAMBLE TO ARTICLE III HEREOF), THE COMPANY AND ANY COMPANY
STOCK OPTION PLAN ADMINISTRATOR SHALL PRIOR TO THE EFFECTIVE TIME NOT TAKE ANY
ACTION THAT WILL ADD ANY BENEFIT TO THE COMPANY OPTIONS, INCLUDING TO EXTEND THE
EXERCISE PERIOD OF ANY COMPANY OPTION OR TO CAUSE THE HOLDER OF ANY COMPANY
OPTION TO RECEIVE ANY RIGHT TO PAYMENT UNDER ANY CIRCUMSTANCES, REGARDLESS OF
WHETHER SUCH CIRCUMSTANCES ARE TO OCCUR BEFORE OR AFTER THE EFFECTIVE TIME, OR
OTHERWISE MODIFY OR AMEND THE TERMS OF OUTSTANDING COMPANY OPTIONS.
(B)
ALL