Common use of Existing Options of the Company Clause in Contracts

Existing Options of the Company. (a) As of the Closing Date, each Existing Option of the Company which is vested on or as of the Closing Date will be exchanged for, and the holder of each such Existing Option will be entitled to receive, at the Closing (or thereafter, if necessary) upon surrender of such Existing Option for cancellation, cash equal to (i) the product of (a) the excess, if any, of the average of the per share closing price on the Stock Market of Parent Common Stock for the twenty (20) trading days ending two trading days immediately prior to the Effective Time multiplied by the Exchange Ratio over the exercise price of each such Existing Option, multiplied by (b) the number of shares of Company Common Stock covered by such Existing Option. (b) The Company shall take all actions reasonably necessary to ensure that from and after the Effective Time the Surviving Corporation will not be bound by any options, warrants, rights or agreements which would entitle any person, other than Parent or Merger Sub, to beneficially own shares of Surviving Corporation or Parent or receive any payments (other than as set forth in this Section 3.4(a)) in respect of such options, warrants, rights or agreements. The Company shall take all actions necessary to terminate each plan with respect to Existing Options as of the Effective Time.