Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) At the Effective Time, Sensec shall assume Ensec's rights and obligations under each of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec shall assume EnsecSentech's rights and obligations under each of the outstanding stock options previously granted by Ensec Sentech to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Sentech Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Sentech Option"). Under each Assumed Ensec Sentech Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Sentech Option, the Ensec Sentech Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Sentech Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Sentech Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a3.7(a), the Assumed Ensec Sentech Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Sentech Option; provided, however, that the terms of such Existing Ensec Sentech Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Sentech Options as a result of the Merger. Each Assumed Ensec Sentech Option shall constitute a continuation of the Existing Ensec Sentech Option, substituting Sensec for Ensec Sentech and, in the case of employees, employment by an Sensec Company for employment by an Ensec Sentech Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Sentech Option shall be such that the substitution of the Assumed Ensec Sentech Option for the Existing Ensec Sentech Option would not constitute a modification of the Existing Ensec Sentech Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec Omnicare shall assume EnsecIBAH's rights and obligations under each of the outstanding stock options previously granted by Ensec IBAH to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from SensecOmnicare, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a2.8(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec Omnicare for Ensec IBAH and, in the case of employees, employment by an Sensec Omnicare Company for employment by an Ensec IBAH Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec the Merged Company shall assume EnsecAsure's rights and obligations under each of the outstanding stock options previously granted by Ensec Asure to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Asure Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Asure Option"). Under each Assumed Ensec Asure Option, the optionee shall have the right to receive from Sensecthe Merged Company, in accordance with the terms and subject to the conditions of the Existing Ensec Asure Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Asure Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Asure Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Asure Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Asure Option; provided, however, that the terms of such Existing Ensec Asure Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Asure Options as a result of the Merger. Each Assumed Ensec Asure Option shall constitute a continuation of the Existing Ensec Asure Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Merged Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunderAsure.

Options and Warrants. (a) At the Effective TimeDate, Sensec RAI shall assume EnsecIBUI's rights and obligations under each of the outstanding stock options previously granted by Ensec IBUI to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time Date (each such stock option existing immediately prior to the Effective Time Date is referred to herein as an "Existing Ensec IBUI Option" and each such assumed stock option existing immediately after the Effective Time Date is referred to herein as an "Assumed Ensec IBUI Option"). Under each Assumed Ensec IBUI Option, the optionee shall have the right to receive from SensecRAI, in accordance with the terms and subject to the conditions of the Existing Ensec IBUI Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec IBUI Option immediately prior to the Effective TimeDate, but only in accordance with the terms and conditions of the Existing Ensec IBUI Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a2.10(a), the Assumed Ensec IBUI Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec IBUI Option; provided, however, that the terms of such Existing Ensec IBUI Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec IBUI Options as a result of the MergerMerger and Share Exchange. Each Assumed Ensec IBUI Option shall constitute a continuation of the Existing Ensec IBUI Option, substituting Sensec RAI for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunderIBUI.