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 unexercised stock option ("Unexercised Options") under the Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option Plan, the Premier Financial Services, Inc. 1995 Non-Qualified Stock Option Plan, the Premier Financial Services, Inc. 1988 Non-Qualified Stock Option Plan, and the 1998 Grand Premier Financial, Inc. Non-Employee Director Stock Option Plan (collectively, the "Grand Premier Option Plans") outstanding at the Effective Time shall become, at the Effective Time, an option to purchase that number of shares of Old Kent Common Stock equal to the number of shares of Grand Premier Common Stock subject to such Unexercised Option multiplied by the Exchange Ratio, rounded to the nearest whole share. Old Kent acknowledges and agrees that, pursuant to the terms of the Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option Plan, the Premier Financial Services, Inc. 1995 Non-Qualified Stock Option Plan, and the 1998 Grand Premier Financial, Inc. Non-Employee Director Stock Option Plan and related agreements, all of the Unexercised Options outstanding as of the Effective Time under such plans shall become fully vested and exercisable at the Effective Time.
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, by virtue of the Merger and without any action on the part of any holder of an option, each option granted by Mid Am to purchase shares of Mid Am Common Stock (any such option to purchase shares of Mid Am Common Stock being referred to as a "Mid Am Option") that is outstanding and unexercised, whether vested or unvested, immediately prior thereto (excluding any such option the holder of which is then entitled to receive cash or stock in satisfaction thereof under the terms of such option or warrant) shall be converted into an option (each, a "New Option") to purchase such number of shares of Citizens Common Stock at an exercise price determined as provided below (and otherwise having the same duration and other terms as the original Mid Am Option):
(i) the number of shares of Citizens Common Stock to be subject to the New Option shall be equal to the product of (A) the number of shares of Mid Am Common Stock purchasable upon exercise of the original Mid Am Option and (B) the Exchange Ratio, the product being rounded, if necessary, up or down, to the nearest whole share; and
(ii) the exercise price per share of Citizens Common Stock under the New Option shall be equal to (A) the exercise price per share of Mid Am Common Stock under the original Mid Am Option divided by (B) the Exchange Ratio, rounded, if necessary, up or down, to the nearest cent. With respect to any Mid Am Options that are "incentive stock options" (as defined in Section 422(b) of the Internal Revenue Code), the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Internal Revenue Code.
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. 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.
