Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) As of the Effective Time, all options to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which are outstanding and not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall otherwise remain unchanged.

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (athe "Options") As and the terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, all options and without any further action on the part of any holder thereof, each Option and Warrant will be converted into an option or warrant, as applicable, to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which are outstanding and not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Buyer MedicaLogic Common Stock as is equal to the product (rounded to the nearest whole number) of (x) the number of Company Shares shares of Medscape Common Stock subject to the unexercised portion of such Option or Warrant immediately before the Effective Time multiplied by (y) the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number)Conversion Ratio. The exercise price per share of for each such assumed Option shall or Warrant after the Effective Time will be equal to determined by dividing the per share exercise price of for such Option or Warrant immediately prior to before the Effective Time, divided Time by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001Conversion Ratio. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisionsexercisability, status as an "incentive stock option" option under Section 422 of the Internal Revenue Code of 1986 United States Intexxxx Xxxxxxx Xxxx xx 0000, xx xxended (as amended, the "Code"), if applicable, and all other terms and conditions of each Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the consent of MedicaLogic, which shall not be unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic, Medscape or any of their respective subsidiaries at such time. As promptly as practicable after the Effective Time, MedicaLogic shall issue to each holder of an Option a written instrument informing such holder of the other terms assumption by MedicaLogic of the such Option. Unless all Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options are, as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, issuable pursuant to an effective registration statement on Form S-8 of MedicaLogic, or in the warrant opinion of counsel of MedicaLogic freely tradable pursuant to purchase Series C Convertible Preferred Stock issued by Rule 701 under the Company Securities Act of 1933, as amended (the "the WarrantSecurities Act"), to the extent outstanding and not exercised immediately prior to as soon as practicable after the Effective Time, MedicaLogic shall become file a registration statement on Form S-8 (or any successor form) with respect to the Options and represent a Warrant shall use its reasonable efforts to acquiremaintain such registration statement (or any successor form), including the current status of any related prospectus, for so long as the Options remain outstanding. MedicaLogic shall use its reasonable efforts to cause the MedicaLogic Common Stock subject to the Options and Warrants to be quoted on the same terms and conditions as were applicable under Nasdaq National Market or such Warrant immediately prior other system or exchange on which the MedicaLogic Common Stock is then quoted or listed. MedicaLogic shall take all corporate action necessary to the Effective Time, such reserve for issuance a sufficient number of shares of Buyer MedicaLogic Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The for delivery upon exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior Options and Warrants pursuant to the Effective Time shall otherwise remain unchangedthis Section 1.3.3.

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (athe "Options") As and the terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, all options and without any further action on the part of any holder thereof, each Option and Warrant will be converted into an option or warrant, as applicable, to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which are outstanding and not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Buyer MedicaLogic Common Stock as is equal to the product (rounded to the nearest whole number) of (x) the number of Company Shares shares of Medscape Common Stock subject to the unexercised portion of such Option or Warrant immediately before the Effective Time multiplied by (y) the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number)Conversion Ratio. The exercise price per share of for each such assumed Option shall or Warrant after the Effective Time will be equal to determined by dividing the per share exercise price of for such Option or Warrant immediately prior to before the Effective Time, divided Time by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001Conversion Ratio. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisionsexercisability, status as an "incentive stock option" option under Section 422 of the Internal Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxernal Revenue Code of 1986 1986, as amended (as amended, the "Code"), if applicable, and all of the other terms and conditions of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), each Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the vesting of certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding and Options which do not exercised immediately prior so accelerate to provide that vesting will accelerate (either in part or in whole as may be finally determined by Medscape's Board with the Effective Timeconsent of MedicaLogic, which shall become and represent a Warrant to acquire, not be unreasonably withheld or delayed) on the same terms and conditions as were applicable under such Warrant immediately prior to date that is one year after the Effective Time, such number of shares of Buyer Common Stock as Closing Date for any option holder who is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied employed by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall otherwise remain unchanged.MedicaLogic,

Options and Warrants. (a) As of At or prior to the Effective Time, EDI shall cause all outstanding options to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option PlanEDI Options") or pursuant and warrants (the "EDI Warrants") exercisable for shares of EDI Common Stock identified on Schedule 1.6 attached hereto to be assumed by Bowmxx. Xxter such action has been taken, effective at the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options")Effective Time, whether vested, unvested or subject to repurchase by Company following Bowmxx xxxll assume each such exercise, which are then-outstanding and not exercised immediately prior to unexercised EDI Option or EDI Warrant and each such EDI Option and EDI Warrant shall, by virtue of the Effective Time shall become Merger and without any action on the part of the holder thereof, represent an option to acquireoptions or warrants, on respectively, exercisable for shares of Bowmxx Xxxck having the same terms and conditions as were applicable under the EDI Options and EDI Warrants (including such Option immediately prior terms and conditions as may be incorporated by reference into the agreements evidencing EDI Options and EDI Warrants pursuant to the Effective Time, plans or arrangements pursuant to which such EDI Options and EDI Warrants were granted) except that the number of shares issuable upon exercise shall be multiplied by the Exchange Ratio and rounded to the nearest whole number of shares of Buyer Common Stock as is equal to Bowmxx Xxxck and the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each EDI Stock under such assumed Option option or warrant shall be equal to the exercise price per share of EDI Stock under such EDI Option immediately prior to the Effective Time, or EDI Warrant divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be and rounded up to the next higher whole nearest cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability EDI and Bowmxx xxxll use all reasonable efforts to ensure that the EDI Options which qualified as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" options under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and continue to so qualify after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant . Bowmxx xxxll take all corporate action necessary to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall otherwise remain unchanged.reserve for issuance a

Options and Warrants. Each outstanding option and warrant to purchase shares of Company Common Stock (a) As each a “Company Stock Option”), whether vested or unvested, which does not otherwise terminate or expire by its terms as of the Effective Time, all options to purchase Company Shares issued shall be assumed by the Company pursuant to its 1994 Stock Option Plan (the "Parent. Each Company Stock Option Plan") or pursuant so assumed by Parent under this Agreement will continue to have, and be subject to, the resolution same terms and conditions of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by such Company following such exercise, which are outstanding and not exercised Stock Option immediately prior to the Effective Time (including the term, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of the Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by 1.74, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of the Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by (B) 1.74, rounded up to the nearest whole cent. Notwithstanding the foregoing, solely to the minimum extent necessary (if any), the foregoing conversions of the exercise price of Company Stock Options and the number of shares purchasable pursuant to such Company Stock Options shall become be further adjusted: (I) with respect to Company Stock Options which immediately prior to the Effective Time qualified as incentive stock options under Section 422 of the Code, to comply with Section 1.424-1 of the Treasury Regulations such that the conversion is not treated as a "modification" of the Company Stock Option and represent (II) with respect to Company Stock Options other than those covered under clause (I), to comply with Section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations such that the conversion is not treated as a "grant of a new stock right or a change in the form of payment." It is the intention of the parties that each Company Stock Option so assumed by Parent shall qualify immediately following the Effective Time as an incentive stock option as defined in Section 422 of the Code to acquire, on the same terms extent permitted under Section 422 of the Code and conditions to the extent such Company Stock Option qualified as were applicable under such Option an incentive stock option immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall otherwise remain unchanged.

Options and Warrants. (a) As of the Effective Time, all options to purchase Company Common Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") stock option plans or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof otherwise ("OptionsOPTIONS"), whether vestedvested or unvested, unvested or subject to repurchase and the Company's stock option plan(s) under which Options have been granted shall be assumed by Company following such exercisethe Buyer. Immediately after the Effective Time, which are each Option outstanding and not exercised immediately prior to the Effective Time shall become and represent be deemed to constitute an option to acquire, acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option immediately prior to at the Effective Time, such subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "PERMITTED OPTIONS"), each Option shall become an option to acquire a number of shares of Buyer Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower nearest whole number). The exercise price per share of each such assumed Option Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Common Conversion Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher nearest whole cent). The number of shares purchasable under, but and the exercise price of, each assumed Permitted Option shall not be less than $.001adjusted in connection with the Merger and shall remain the same after the Effective Time. The term, exercisability (including any acceleration of exercisability as a result of this transaction)exercisability, vesting schedule, repurchase provisions, status as an "incentive stock optionINCENTIVE STOCK OPTION" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "CodeCODE"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by the Series C Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent). The term and all of the other provisions of the Warrant in effect immediately prior to the Effective Time shall otherwise remain unchanged.