Common use of Conversion of Company Options Clause in Contracts

Conversion of Company Options. At the Effective Time of the Merger, each option granted by Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which is outstanding and unexercised immediately prior thereto (the "Company Stock Options") shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan). (i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option shall be the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. At the Effective Time of the Merger, each option (granted by Company or, in the case of stock options of acquired entities, assumed by Company) to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Planany stock option plan (collectively, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "“Company Stock Option Plans"”) which is outstanding and unexercised immediately prior thereto to the Effective Date of the Merger (the "each, a “Company Stock Options") Option”), shall cease to represent a right to acquire shares of the Company Common Stock and shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock (each, a “Substitute Option”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option PlanPlans). (i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option Substitute Option shall be the product (rounded down to the nearest share) of the number of shares of Company Common Stock subject to the original option Company Stock Option and the Merger Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option Substitute Option shall be equal to the result (rounded down to the nearest cent) of dividing the exercise price per share of Company Common Stock under the original option divided Company Stock Option by the Merger Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "“incentive stock options" ” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "“Code"”)) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. At the Effective Time of the Merger, each option granted by Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director 1996 Stock Option Plan (the "Company Stock Option PlansPlan") which is outstanding and unexercised immediately prior thereto to the Effective Date of the Merger (the each, a "Company Stock OptionsOption") ), shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock (each, a "Substitute Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan). (i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option Substitute Option shall be the product of the number of shares of Company Common Stock subject to the original option Company Stock Option and the number of shares of Xxxxx Fargo Common Stock issuable for each share of Company Common Stock as determined in accordance with paragraph 1(a)(i) above (the "Merger Exchange Ratio"), provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option Substitute Option shall be equal to the exercise price per share of Company Common Stock under the original option Company Stock Option divided by the Merger Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. At the Effective Time of the Merger, each right or option granted by Company to acquire or purchase shares of Company Common Stock under Company's Comprehensive Management Incentive PlanStock, as amendedincluding options phantom stock appreciation rights, and similar equity equivalents (“Rights”) under any stock incentive plan, other than pursuant to the 1995 Non-Employee Director Stock Greater Bay Option Plan Agreement (collectively the "“Company Stock Option Plans"”) which is outstanding and unexercised immediately prior thereto to the Effective Date of the Merger (the "each, a “Company Stock Option” or “Right”), shall cease to represent a Stock Option or Right to acquire shares of the Company Common Stock, such Stock Options") , Rights, and Company Stock Option Plans shall be assumed by Xxxxx Fargo and such Company Stock Options and Rights shall be converted automatically into an option a Right to purchase shares of Xxxxx Fargo Common Stock on the same terms and conditions as set forth in the Company Stock Option Plans (each, a “Substitute Option”), but in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option PlanPlans immediately prior to the Effective Time). (i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option Substitute Option shall be the product (rounded down to the nearest share) of (A) the number of shares of Company Common Stock subject to the original option and Company Stock Option or Right by (B) the Merger Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option Substitute Option, if applicable, shall be equal to the result (rounded down to the nearest cent) of dividing (A) the exercise price per share of Company Common Stock under subject to the original option divided Company Stock Option by (B) the Merger Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "“incentive stock options" ” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. At the Effective Time of the Merger, each option granted by Each Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which that is outstanding and unexercised immediately prior thereto (to the "Company Stock Options") Exchange Effective Time, whether vested or unvested, shall be converted automatically at the Exchange Effective Time into an option to purchase shares of Xxxxx Fargo Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan). (i) The a number of shares of Xxxxx Fargo Common Stock to be subject the applicable class of Holdco Ordinary Shares (such option, a “Holdco Option”) equal to the new option shall be the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be (rounded down to the nearest share; and whole number) of (iix) The the number of shares Table of Contents of the applicable class of Company Ordinary Shares subject to such Company Option immediately prior to the Exchange Effective Time and (y) the Exchange Ratio, at an exercise price per share of Xxxxx Fargo Common Stock under (rounded up to the new option shall be nearest whole cent) equal to (A) the exercise price per share of such Company Common Stock under Option immediately prior to the original option Exchange Effective Time divided by (B) the Exchange Ratio; provided, provided however, that such the exercise price and the number of shares of the applicable class of Holdco Ordinary Shares subscribable pursuant to the Holdco Options shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) 409A of the Code. At or prior to the Exchange Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection, including but not limited to (i) the amendment of the Company Option Plan and any other ancillary documentation and (ii) the signing of the relevant documentation with the Company Optionholders. Pursuant to this Section 2.01(d), as of the Exchange Effective Time, each Company Optionholder will receive the number of Holdco Options, and at the exercise prices, set forth on the Payment Spreadsheet.

Conversion of Company Options. At the Effective Time of the Merger, each option granted by Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which is outstanding and unexercised immediately prior thereto (the "Company Stock Options") shall be converted automatically into an option to purchase shares of Xxxxx Wells Fargo Common Stock in an amount and xxx at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan). (i) The number of shares of Xxxxx Wells Fargo Common Stock to be subject to subjecx xx the new option shall be the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Xxxxx Wells Fargo Common Stock resulting from xxom such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share of Xxxxx Wells Fargo Common Stock under the new txx xxw option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. At the Effective Time of the Merger, each option (granted by Company or, in the case of stock options of acquired entities, assumed by Company) to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Planany stock option plan (collectively, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "“Company Stock Option Plans"”) which is outstanding and unexercised immediately prior thereto to the Effective Date of the Merger (the "each, a “Company Stock Options") Option”), shall cease to represent a right to acquire shares of the Company Common Stock, such Stock Options and Company Stock Option Plans shall be assumed by Xxxxx Fargo and such Company Stock Options shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock (each, a “Substitute Option”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option PlanPlans immediately prior to the Effective Time). (i) The number of shares of Xxxxx Fargo Common Stock to be subject to the new option Substitute Option shall be the product (rounded down to the nearest share) of (A) the number of shares of Company Common Stock subject to the original option and Company Stock Option by (B) the Merger Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option Substitute Option shall be equal to the result (rounded down to the nearest cent) of dividing (A) the exercise price per share of Company Common Stock under the original option divided Company Stock Option by (B) the Merger Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "“incentive stock options" ” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Conversion of Company Options. (a) At the Effective Time of the MergerTime, each option granted by outstanding Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive PlanOption, as amendedwhether or not exercisable, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which is outstanding and unexercised immediately prior thereto (the "Company Stock Options") shall be converted automatically into an option and become rights with respect to purchase shares Healtheon/WebMD Common Stock, and Healtheon/WebMD shall assume Company's obligations with respect to each Company Option and the related Company Stock Plan, in accordance with its terms, except that from and after the Effective Time, (i) Healtheon/WebMD and its compensation committee shall be substituted for Company and the committee of Xxxxx Fargo Common Stock in an amount and at an exercise price determined as provided below Company's Board of Directors (and otherwise subject to including, if applicable, the terms entire Board of Directors of Company) administering the Company Stock Plan, if any, under which such Company Option Plan). was granted or otherwise governed, (iii) The each Company Option assumed by Healtheon/WebMD may be exercised solely for shares of Healtheon/WebMD Common Stock, (iii) the number of shares of Xxxxx Fargo Healtheon/WebMD Common Stock to be subject to the new option such Company Option shall be the product of equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down Company Option immediately prior to the nearest share; and (ii) The exercise price per share of Xxxxx Fargo Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided Effective Time multiplied by the Exchange Ratio, provided that such (iv) the per share exercise price under each such Company Option shall be rounded adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Plans and the stock option certificates and agreements to Company (or its predecessors) shall be deemed to refer to Healtheon/WebMD. The adjustment provided herein with respect to any options that are Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4(a), each Company Option which is an "incentive stock optionsoption" (shall be adjusted as defined in required by Section 422 424 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.Revenue

Conversion of Company Options. At the Effective Time of the Merger, each option granted by Each Company to purchase shares of Company Common Stock under Company's Comprehensive Management Incentive Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan (the "Company Stock Option Plans") which that is outstanding and unexercised immediately prior thereto (to the "Company Stock Options") Exchange Effective Time, whether vested or unvested, shall be converted automatically at the Exchange Effective Time into an option to purchase shares of Xxxxx Fargo Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plan). (i) The a number of shares of Xxxxx Fargo Common Stock to be subject the applicable class of Holdco Ordinary Shares (such option, a “Holdco Option”) equal to the new option shall be product (rounded down to the product nearest whole number) of (x) the number of shares of the applicable class of Company Common Stock Ordinary Shares subject to such Company Option immediately prior to the original option Exchange Effective Time and (y) the Exchange Ratio, provided that any fractional shares of Xxxxx Fargo Common Stock resulting from such multiplication shall be rounded down to the nearest share; and (ii) The at an exercise price per share of Xxxxx Fargo Common Stock under (rounded up to the new option shall be nearest whole cent) equal to (A) the exercise price per share of such Company Common Stock under Option immediately prior to the original option Exchange Effective Time divided by (B) the Exchange Ratio; provided, provided however, that such the exercise price and the number of shares of the applicable class of Holdco Ordinary Shares subscribable pursuant to the Holdco Options shall be rounded to the nearest cent. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be and is intended to be effected determined in a manner which is consistent with the requirements of Section 424(a) 409A of the Code. At or prior to the Exchange Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection, including but not limited to (i) the amendment of the Company Option Plan and any other ancillary documentation and (ii) the signing of the relevant documentation with the Company Optionholders. Pursuant to this Section 2.01(d), as of the Exchange Effective Time, each Company Optionholder will receive the number of Holdco Options, and at the exercise prices, set forth on the Payment Spreadsheet.