Common use of NewsEdge Stock Options and Warrants Clause in Contracts

NewsEdge Stock Options and Warrants. After the Effective Time, each option (a "NewsEdge Option") or warrant (a "NewsEdge Warrant") to purchase --------------- ---------------- shares of NewsEdge Stock that is outstanding immediately before the Effective Time and listed in Section 5.4 of the attached Disclosure Schedule (each, a "NewsEdge Stock Option") will cease to entitle its holder to acquire shares of --------------------- NewsEdge Stock, and instead such holder will be entitled, in accordance with the terms of such NewsEdge Stock Option, to purchase from RoweCom up to the greatest number of whole shares of RoweCom Stock that is less than the product of (i) the ---------- number of shares of NewsEdge Stock subject to such NewsEdge Stock Option, multiplied by (ii) the Exchange Ratio; at a price per share of RoweCom Stock ------------- equal to the quotient of (x) the exercise price per share of NewsEdge Stock ----------- provided for in such NewsEdge Stock Option, divided by (z) the Exchange Ratio. ---------- No scrip or fractional share interests will be issued in connection with the exercise of any NewsEdge Stock Option. Except as provided above, each NewsEdge Stock Option will remain subject after the Effective Time to the same terms and conditions (including those with respect to dates on which and the proportionate extent to which the NewsEdge Stock Option may be exercised) as were applicable to the NewsEdge Stock Option immediately before the Effective Time. The adjustments provided herein with respect to any NewsEdge Stock Options that are "incentive stock options" within the meaning of Section 422 of the Code will be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. As promptly as practicable, but in any event within five business days, following the Effective Time, RoweCom will prepare and file with the SEC a registration statement on Form S-8 covering the issuance of all of the shares of RoweCom Stock issuable upon exercise of NewsEdge Options. RoweCom will use its best reasonable efforts to cause this registration statement to remain effective for so long as any NewsEdge Options remain outstanding. RoweCom will reserve sufficient shares of RoweCom Stock for issuance under this Section 4.1 hereof.

NewsEdge Stock Options and Warrants. After the Effective Time, each option (a "NewsEdge Option") or warrant (a "NewsEdge Warrant") to purchase --------------- ---------------- shares of NewsEdge Stock that is outstanding immediately before the Effective Time and listed in Section 5.4 of the attached Disclosure Schedule (each, a "NewsEdge Stock Option") will cease to entitle its holder to acquire shares of --------------------- ---------------------- NewsEdge Stock, and instead such holder will be entitled, in accordance with the terms of such NewsEdge Stock Option, to purchase from RoweCom up to the greatest number of whole shares of RoweCom Stock that is less than the product of (i) the ---------- number of shares of NewsEdge Stock subject to such NewsEdge Stock Option, multiplied by (ii) the Exchange Ratio; at a price per share of RoweCom Stock ------------- equal to the quotient of (x) the exercise price per share of NewsEdge Stock ----------- provided for in such NewsEdge Stock Option, divided by (z) the Exchange Ratio. ---------- No scrip or fractional share interests will be issued in connection with the exercise of any NewsEdge Stock Option. Except as provided above, each NewsEdge Stock Option will remain subject after the Effective Time to the same terms and conditions (including those with respect to dates on which and the proportionate extent to which the NewsEdge Stock Option may be exercised) as were applicable to the NewsEdge Stock Option immediately before the Effective Time. The adjustments provided herein with respect to any NewsEdge Stock Options that are "incentive stock options" within the meaning of Section 422 of the Code will be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. As promptly as practicable, but in any event within five business days, following the Effective Time, RoweCom will prepare and file with the SEC a registration statement on Form S-8 covering the issuance of all of the shares of RoweCom Stock issuable upon exercise of NewsEdge Options. RoweCom will use its best reasonable efforts to cause this registration statement to remain effective for so long as any NewsEdge Options remain outstanding. RoweCom will reserve sufficient shares of RoweCom Stock for issuance under this Section 4.1 hereof.