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 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 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 GDSC Common Stock or DCA Common Stock (together with the GDSC Options or the DCA Options, the "GDSC RIGHTS" or the "DCA RIGHTS"), shall be converted into and become rights with respect to ParentCo Common Stock, and ParentCo shall assume each GDSC Right and DCA Right, in accordance with the terms of the GDSC Stock Plan or the DCA Stock Plan or such other agreement or arrangement pertaining to such GDSC Rights or DCA Rights (as applicable), except that from and after the Effective Time, (i) ParentCo and its Compensation Committee shall be substituted for the GDSC Board and the DCA Board or the committee of the GDSC Board and the DCA Board administering the GDSC Stock Plan or the DCA Stock Plan, (ii) each GDSC Right and DCA Right assumed by ParentCo may be exercised only for shares of ParentCo Common Stock (or cash, in the case of the stock appreciation rights), (iii) the number of shares of ParentCo Common Stock subject to GDSC Rights or DCA Rights shall be equal to the number of shares of GDSC Common Stock or DCA Common Stock subject to the 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 GDSC Right or the DCA Right shall be adjusted by dividing the per share exercise price under the 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, ParentCo shall not be obligated to issue any fraction of a share of ParentCo Common Stock upon exercise of a GDSC Right or a DCA Right. Any fraction of a share of ParentCo Common Stock that otherwise would be subject to a converted GDSC Right or DCA Right shall represent the right to receive cash payment upon exercise of such converted GDSC Right or DCA Right equal to the product 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 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 Code.

Conversion of Rights. (a) At the Effective Time, each option or other right to purchase shares of either GDSC Common Stock or DCA Common Company Stock pursuant to stock options or stock appreciation rights ("GDSC OPTIONS" or "DCA OPTIONS") granted by GDSC under the GDSC Stock Plans or DCA under the DCA Stock Plans Company and outstanding at the Effective Time, whether or not exercisable, and all other warrants or other rights to purchase shares of GDSC Common Stock or DCA Common Company Stock (together with the GDSC Options or the DCA Options, the collectively "GDSC RIGHTS" or the "DCA COMPANY RIGHTS"), ) shall be converted into and become rights with respect to ParentCo Purchaser Common Stock, and ParentCo Purchaser shall assume each GDSC Right and DCA Company Right, in accordance with the terms of the GDSC Stock Plan or the DCA Stock Plan such stock option plan or such other agreement or arrangement pertaining to such GDSC Rights or DCA Company Rights (as applicable), except that from and after the Effective Time, (i) ParentCo Purchaser and its Compensation Committee compensation committee shall be substituted for the GDSC Company Board and the DCA Board of Directors or the committee of the GDSC Company Board and the DCA Board of Directors administering the GDSC Stock Plan or the DCA Stock Planstock option plan, (ii) each GDSC Right and DCA Company Right assumed by ParentCo Purchaser may be exercised only for shares of ParentCo Purchaser Common Stock (or cash, in the case of the stock appreciation rights), (iii) the number of shares of ParentCo Purchaser Common Stock subject to GDSC Rights or DCA Company Rights shall be equal to the number of shares of GDSC Common Stock or DCA Common Company Stock subject to the GDSC Right or the DCA Company 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 GDSC Right or the DCA Company Right shall be adjusted by dividing the per share exercise price under the GDSC Right or the DCA Company 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, ParentCo Purchaser shall not be obligated to issue any fraction of a share of ParentCo Purchaser Common Stock upon exercise of a GDSC Right or a DCA Company Right. Any fraction of a share of ParentCo Common Stock that otherwise would be subject to a converted GDSC Right or DCA Right , but in lieu thereof, Purchaser shall represent the right to receive cash payment upon exercise of such converted GDSC Right or DCA Right equal round-up fractional shares to the product 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 Rightnext 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 . 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) The Company agrees to take all necessary steps to effectuate the foregoing provisions of this SECTION 3.3, including using its reasonable efforts to obtain from each holder of a Company Right any consent or agreement that may be deemed necessary or advisable in order to effectuate the transactions contemplated by this Section 3.3. Anything in this Agreement to the contrary notwithstanding, Purchaser shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.3 to a former holder of a Company Right who has not delivered such consent or agreement.