Common use of Conversion of Rights Clause in Contracts

Conversion of Rights. (a) At the Effective Time, each option or other right to purchase shares of Company Stock pursuant to stock options or stock appreciation rights granted by the Company and outstanding at the Effective Time, whether or not exercisable, and all other warrants or other rights to purchase shares of Company Stock (collectively "COMPANY RIGHTS") shall be converted into and become rights with respect to Purchaser Common Stock, and Purchaser shall assume each Company Right, in accordance with the terms of such stock option plan or such other agreement or arrangement pertaining to such Company Rights (as applicable), except that from and after the Effective Time, (i) Purchaser and its compensation committee shall be substituted for the Company Board of Directors or the committee of the Company Board of Directors administering the stock option plan, (ii) each Company Right assumed by Purchaser may be exercised only for shares of Purchaser Common Stock (or cash, in the case of stock appreciation rights), (iii) the number of shares of Purchaser Common Stock subject to Company Rights shall be equal to the number of shares of Company Stock subject to the Company Right immediately prior to the Effective Time multiplied by the Exchange Ratio and (iv) the per share exercise price under the Company Right shall be adjusted by dividing the per share exercise price under the Company Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Purchaser shall not be obligated to issue any fraction of a share of Purchaser Common Stock upon exercise of a Company Right, but in lieu thereof, Purchaser shall round-up fractional shares to the next highest whole number. The term, exercisability, vesting schedule, status as an "Incentive Stock Option" under Section 422 of the Code, if applicable, and all other terms and conditions of the options or warrants, to the extent permitted by law, and otherwise reasonably practical shall be unchanged. Each option, which is an Incentive Stock Option, shall be adjusted in accordance with the requirements of Section 424(a) of the Code so as not to constitute a modification, renewal or extension of the option within the meaning of Section 424(h) of the United States Internal Revenue Code.

Conversion of Rights. (a) At the Effective Time, each option or other right to purchase shares of Company either GDSC Common Stock or DCA Common Stock pursuant to stock options or stock appreciation rights ("GDSC OPTIONS" or "DCA OPTIONS") granted by GDSC under the Company GDSC Stock Plans or DCA under the DCA Stock Plans and outstanding at the Effective Time, whether or not exercisable, and all other warrants or other rights to purchase shares of Company GDSC Common Stock or DCA Common Stock (collectively together with the GDSC Options or the DCA Options, the "COMPANY GDSC RIGHTS" or the "DCA RIGHTS") ), shall be converted into and become rights with respect to Purchaser ParentCo Common Stock, and Purchaser ParentCo shall assume each Company GDSC Right and DCA Right, in accordance with the terms of such stock option plan the GDSC Stock Plan or the DCA Stock Plan or such other agreement or arrangement pertaining to such Company GDSC Rights or DCA Rights (as applicable), except that from and after the Effective Time, (i) Purchaser ParentCo and its compensation committee Compensation Committee shall be substituted for the Company GDSC Board of Directors and the DCA Board or the committee of the Company GDSC Board of Directors and the DCA Board administering the stock option planGDSC Stock Plan or the DCA Stock Plan, (ii) each Company GDSC Right and DCA Right assumed by Purchaser ParentCo may be exercised only for shares of Purchaser ParentCo Common Stock (or cash, in the case of the stock appreciation rights), (iii) the number of shares of Purchaser ParentCo Common Stock subject to Company GDSC Rights or DCA Rights shall be equal to the number of shares of Company GDSC Common Stock or DCA Common Stock subject to the Company GDSC Right or the DCA Right immediately prior to the Effective Time multiplied by the GDSC Exchange Ratio or the DCA Exchange Ratio, as the case may be, and (iv) the per share exercise price under either the Company GDSC Right or the DCA Right shall be adjusted by dividing the per share exercise price under the Company GDSC Right or the DCA Right by the GDSC Exchange Ratio or the DCA Exchange Ratio, as the case may be, and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Purchaser ParentCo shall not be obligated to issue any fraction of a share of Purchaser ParentCo Common Stock upon exercise of a Company GDSC Right or a DCA Right, but in lieu thereof, Purchaser . Any fraction of a share of ParentCo Common Stock that otherwise would be subject to a converted GDSC Right or DCA Right shall round-up fractional shares represent the right to receive cash payment upon exercise of such converted GDSC Right or DCA Right equal to the next highest whole numberproduct of such fraction and the difference between the market value of one share of ParentCo Common Stock at the time of exercise of such Right and the per share exercise price of such Right. The term, exercisability, vesting schedule, status as an "Incentive Stock Option" under Section 422 of the Code, if applicable, and all other terms and conditions of the options or warrants, to the extent permitted by law, and otherwise reasonably practical shall be unchanged. Each option, ; each option which is an Incentive Stock Option, Option shall be adjusted in accordance with the requirements of Section 424(a) of the Code so as not to constitute a modification, renewal or extension of the option within the meaning of Section 424(h) of the United States Internal Revenue Code.. (b) Each of GDSC and DCA agree to take all necessary steps to effectuate the foregoing provisions of this SECTION 2.6, including using its reasonable efforts to obtain from each holder of a GDSC Right or DCA Right any consent or agreement that may be deemed necessary or advisable in order to effectuate 5