CONSIDERATION AND SHARE EXCHANGE Sample Clauses

CONSIDERATION AND SHARE EXCHANGE. 1. At the Effective Time, each of the shares of Delphos Common Stock that is issued and outstanding immediately prior to the Effective Time will, when the Merger becomes effective, be converted by virtue of the Merger and without further action, into .8749 of a share of UBI Common Stock or cash in lieu thereof for fractional shares, if any, and $5.41 in cash (the "Merger Consideration"), subject to adjustment as provided in Section I.F. below and subject to the termination provisions set forth in Article VIII below. At the Effective Time, all shares of Delphos Common Stock held in treasury will be canceled and terminated and will not be converted into shares of UBI Common Stock. 2. At the Effective Time, subject to adjustment as provided in Section 1.F. and subject to the termination provisions set forth in Article VIII below, each award, option, or other right to purchase or acquire shares of Delphos Common Stock pursuant to stock options ("Delphos Rights") granted by Delphos under the Amended and Restated Delphos Citizens Bancorp, Inc. Stock- Based Incentive Plan (the "Stock Plan"), which is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become options with respect to UBI Common Stock, and UBI shall assume each Delphos Right, in accordance with the terms of the Stock Plan and stock option agreement by which the Delphos Right is evidenced, except from and after the Effective Time, (i) UBI and its Board of Directors or Compensation Committee shall be substituted for the Committee of Delphos' Board of Directors (including, if applicable, the entire Board of Directors of Delphos) administering such Stock Plan, (ii) each Delphos Right assumed by UBI may be exercised solely for shares of UBI Common Stock, (iii) the number of shares of UBI Common Stock subject to such Delphos Right shall be equal to the number of shares of Delphos Common Stock subject to such Delphos Right immediately prior to the Effective Time multiplied by 1.346, rounded to the nearest whole number, and (iv) the per share exercise price under each such Delphos Right shall be adjusted by dividing the per share exercise price under each such Delphos Right by 1.346 and rounding to two decimals. In addition, notwithstanding the foregoing, each Delphos Right which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code so as not to constitute a modification, extension, or renewal of the option, within the meaning of Secti...