AGH Stock Options Sample Clauses

AGH Stock Options. Immediately prior to the Effective Time, each option to purchase shares of AGH Common Stock (a "AGH STOCK OPTION") set forth in Schedule 5.3(b) of the AGH Disclosure Letter which is outstanding at such time shall be vested and exercisable. As the Effective Time, each AGH Stock Option, which is outstanding as of the Effective Time, shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) to purchase the number of shares of AGH Common Stock (rounded up to the nearest whole share) equal to the number of shares of AGH Common Stock subject to such option multiplied by the AGH Exchange Ratio, at an exercise price per share of AGH Common Stock equal to the former exercise price per share of AGH Common Stock under such option immediately prior to the Effective Time divided by the AGH Exchange Ratio; provided, however, that in the case of any AGH Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted AGH Stock Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to AGH Stock Options immediately prior to the Effective Time, except that all converted or substituted AGH Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising AGH Stock Options. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(b), including the amendment by the Board of Directors of AGH, or an appropriate committee thereof, of the AGH Stock Plans and the filing of any registration statements or other documents.