Conversion of Options. Each stock option (other than the Seller Option) issued by the Seller to a third party pursuant to any stock option plan of the Seller (the "SELLER STOCK OPTION PLANS"), whether or not currently exercisable, which entitles such third party to purchase Seller Common Stock, and which is outstanding and unexercised immediately prior to the Effective Time, shall be converted into an option to purchase shares of Buyer Common Stock, and the Buyer shall assume each such option in accordance with the terms of the Seller Stock Option Plan under which it was granted and the stock option or other agreement by which it is evidenced, with the following terms:
(a) The number of shares of Buyer Common Stock shall be equal to the product of the number of shares of Seller Common Stock previously subject thereto and the Conversion Number, rounded down to the nearest whole share; and
(b) The exercise price per share of Buyer Common Stock shall be equal to the exercise price per share of Seller Common Stock previously subject thereto divided by the Conversion Number, rounded up to the nearest cent; and
(c) The duration and other terms of each such stock option shall be otherwise governed by the terms of the Seller Stock Option Plan under which such option was granted and shall be unchanged except that all references to the Seller shall be deemed to be references to the Buyer; and
(d) The Buyer shall assume the option as contemplated by Section 424(a) of the Code; and
(e) With respect to any stock option on Seller Common Stock which is an Incentive Stock Option, the Buyer shall take such actions (other than delaying the date the options on Buyer Common Stock become exercisable beyond the date on which such options would otherwise become exercisable pursuant to the relevant Seller Stock Option Plan) as may be necessary or appropriate to cause such option, upon being converted to an option on Buyer Common Stock, to remain such an Incentive Stock Option.
Conversion of Options. All options to purchase Company Shares outstanding at the Closing of the Merger, as set forth in the attached Exhibit G (“Company Options”) will, by virtue of the Merger and without any action on the part of Shell, Company or the holders of the options, be assumed by Shell, and will become options to purchase Shell Shares (“Shell Options”) as part of the Conversion Ratio, on the same terms and conditions as those set forth in Exhibit G.
Conversion of Options. Subject to the terms, conditions and provisions of the Plan and those hereinafter set forth, each Pure Option to purchase that number of Pure Shares as set forth under "Original Grant Number" on Annex A has been converted into an option to purchase that number of shares of the common stock, par value $1.00 of Unocal ("Shares") as set forth under "Adjusted Grant Number" on Annex A (the "Options"), subject to any future adjustment in accordance with the provisions of Section 7 of this Agreement.
Conversion of Options. Each unexercised stock option under the O.A.K. Stock Option Plans outstanding at the Effective Time ("Unexercised Options") shall become, at the Effective Time, an option to purchase that number of shares of Chemical Common Stock equal to the number of shares of O.A.K. Common Stock subject to such Unexercised Option multiplied by the Merger Consideration, rounded to the nearest whole share.
Conversion of Options. Except as otherwise provided in paragraph 16(a) with respect to an Approved Sale (as defined in Section 16(a)), if the outstanding shares of Common Stock are converted into or exchanged for a different number or kind of shares or other securities or other consideration, your Options shall be exchanged for or otherwise converted into economically and otherwise substantively equivalent (as determined by the Board in its good faith discretion in accordance with the Plan) options to purchase shares of stock or other equity securities of any Successor Entity.
Conversion of Options. Each unexpired and unexercised option to purchase shares of Corning Gas Common Stock under the Stock Plan of Corning Gas, whether vested or unvested (an "Original Option") will be deemed converted into an option (a "Substitute Option") to purchase a number of shares of Holding Corp. Common Stock equal to the number of shares of Corning Gas Common Stock that could have been purchased immediately prior to the Effective Time (assuming full vesting) under the Original Option. In accordance with Section424(a) of the Internal Revenue Code of 1986, as amended, each Substitute Option shall provide the option holder with rights and benefits that are no less and no more favorable to the holder than under the Original Option. The Option Plan shall be assumed without further action by Holding Corp. and thereafter apply solely to shares of Holding Corp. Common Stock.
Conversion of Options. All directors who have options outstanding under the 1989 Non-Employee Director Stock Option Plan shall have consented to the conversion of such options into a right to receive in respect thereof a cash payment on the basis set forth in Section 3.3.
Conversion of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2004 Incentive Award Plan (the “Company Stock Option Plan”), whether or not then exercisable, will be assumed by Holdings and each Company Option so assumed by Holdings under this Agreement will be converted into an option to purchase an equal number of shares of Holdings Common Stock subject to, the same terms and conditions as set forth in the Company Stock Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price) in accordance with Treasury Regulation 1.424-1(a).
Conversion of Options. The Board of Directors of the Company has adopted an amendment to provide that the Stock Plans are amended so that upon the consummation of the Offer each then outstanding and unexercised option to purchase shares of Company Common Stock granted under any of the Stock Plans (the "Options"), whether or not then exercisable or vested, shall be converted into an obligation of the Company to pay, and a right of the holder thereof to receive in full satisfaction of such Option, cash in an amount in respect thereof equal to the product of (A) the excess, if any, of the Per Share Amount over the exercise price thereof and (B) the number of shares of Company Common Stock subject to such Option, less any income or employment tax withholding required under the Code or any provision of foreign, state or local law.
Conversion of Options. Under Section 3.3 of the ServiceMaster MSIP, if and to the extent necessary or appropriate to reflect any extraordinary dividend or other similar transaction affecting the ServiceMaster Common Stock (such as the distribution of TruGreen Common Stock to ServiceMaster Common Stock holders), the Board of Directors of Holdings (the “Board”) is authorized to proportionately adjust the number, class, exercise price or other terms of any outstanding ServiceMaster Awards, including ServiceMaster Options. On or before the date hereof, the Board has approved, and Holdings shall take or cause to be taken all actions necessary to cause, the following adjustments to be made to ServiceMaster Option as of the Distribution Date but subject to the occurrence of the Distribution as set forth in the Separation and Distribution Agreement: (i) each ServiceMaster Option held by a ServiceMaster Employee as of the Record Date shall be adjusted by dividing the number of shares of ServiceMaster Common Stock underlying such Option by the ServiceMaster Conversion Ratio and multiplying the per share exercise price of such ServiceMaster Option by the ServiceMaster Conversion Ratio, and (ii) each ServiceMaster Option held by a TruGreen Employee as of the Record Date shall be converted to a TruGreen Option, with the number of shares of TruGreen Common Stock underlying such TruGreen Option to be determined by dividing the number of shares of ServiceMaster Common Stock underlying the ServiceMaster Option by the TruGreen Conversion Ratio, and the per share exercise price of such TruGreen Option to be determined by multiplying the per share exercise price of the ServiceMaster Option by the TruGreen Conversion Ratio.
