Conversion of Stock Options. (a) At the Effective Time, each option (a "Stock Option") granted under Maryland Federal's 1992 Stock Incentive Plan, 1993 Directors' Stock Option Plan and 1995 Stock Option Plan (collectively, the "Stock Option Plans"), outstanding and unexercised as of the Effective Time to acquire shares of Maryland Federal Common Stock, aggregating 631,253 shares as of February 25, 1998 (and which by its terms does not lapse on or before the Effective Time), whether or not then exercisable, shall be converted automatically into and become an option under the BB&T 1995 Omnibus Stock Incentive Plan or successor plan thereto (the "BB&T Option Plan"), and shall be governed by the terms and conditions of the BB&T Option Plan; provided, however, that in no event shall the vesting, exercise and duration provisions of any Stock Option be less favorable following conversion to an option under the BB&T Option Plan than as provided under the individual stock option agreements as in effect under the applicable Stock Option Plan immediately preceding the Effective Time. In making such conversion, (i) the number of shares of BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Maryland Federal Common Stock subject to such Stock Option immediately prior to the Effective Time by the Exchange Ratio, (ii) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest cent and (iii) no restrictions on transfers shall be placed on shares of BB&T Common Stock received through the exercise of the option, except to the extent that such restrictions would have been placed on such shares under the Stock Option Plans or are required by the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In addition, each such Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a ...
Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not exercisable, shall be converted into and become rights with respect to PSS Common Stock, and PSS shall assume each Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code.
(b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section.
(c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the ter...
Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase Synteni Shares (a "Synteni Option") granted under Synteni's 1996 Equity Incentive Plan, (the "Synteni Plan") outstanding immediately prior to the Effective Time shall be converted into an option to purchase Incyte Common (a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and be subject to, substantially the same terms and conditions set forth in the documents governing such Synteni Option immediately prior to the Effective Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Incyte Common and (ii) the per share exercise price for the Incyte Common issuable upon exercise of such Converted Synteni Option will be equal to the quotient obtained by dividing the exercise price per share of the Synteni Shares at which such Synteni Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. The parties intend that the conversion of the Synteni Options hereunder will meet the requirements of section 424(a) of the Code and this Section 2.2(a) shall be interpreted consistent with such intention. Subject to the terms of the Synteni Options and the documents governing such Synteni Option, the Merger will not terminate or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the Merger.
(b) As soon as practicable after the Effective Time, Incyte shall issue to each holder of a Converted Synteni Option a document evidencing the conversion of the Synteni Option by Incyte.
Conversion of Stock Options. 4 ARTICLE 4 -
Conversion of Stock Options. 5 3.5 Anti-Dilution Provisions........................................................................ 6 3.6 Withholding..................................................................................... 6 ARTICLE 4 -
Conversion of Stock Options. On the Effective Date, all rights with respect to Bank Common Stock pursuant to stock options ("Bank Options") granted by the Bank under a Bank stock option plan (the "Bank Stock Option Plan") which are outstanding on the Effective Date, whether or not they are exercisable, shall be converted into and become rights with respect to Holding Company Common Stock, and the Holding Company shall assume each Bank Option in accordance with the terms of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From the Effective Date forward, (i) each Bank Option assumed by the Holding Company may be exercised solely for shares of Holding Company Common Stock, (ii) the number of shares of Holding Company Common Stock subject to each Bank Company Option shall be equal to the number of shares of Bank Common Stock subject to such option immediately prior to the Effective Date and (iii) the per share exercise price under each such Bank Option shall be the per share exercise price under each such option prior to the Effective Date and (iv) the terms and conditions of the Bank Stock Option Plan shall be converted into and deemed to be the terms and conditions of the outstanding Holding Company Stock Option Plan which shall be effective on and continue after the Effective Date.
Conversion of Stock Options. (a) At the Effective Time, each option or other right to purchase or receive shares of Holopak Common Stock pursuant to stock options, stock appreciation or other similar rights ("Holopak Options") granted either under the Holopak Stock Plans or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Foilmark Common Stock, and Foilmark shall assume each Holopak Option, in accordance with the terms of the Holopak Stock Plan and any stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Foilmark and its Compensation Committee shall be substituted for Holopak and its Stock Option Committee of the Board of Directors of Holopak (including, if applicable, the entire Board of Directors of Holopak) administering such Stock Plans, (ii) each Holopak Option assumed by Foilmark may be exercised solely for shares of Foilmark Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of Foilmark Common Stock subject to such Holopak Option shall be equal to the number of shares of Holopak Common Stock subject to such Holopak Option immediately prior to the Effective Time multiplied by 1.11, and (iv) the per share exercise price under each Holopak Option shall be adjusted by dividing the per share exercise price under each such Holopak Option by 1.11 and rounding up to the nearest cent and deducting $1.
Conversion of Stock Options. At the Effective Time, by virtue of the Merger and without any further action on the part of the Acquiror, Sub, the Company or any holder of any shares of Company Common Stock (the “Shares”) or any shares of capital stock of Sub or any option to acquire Shares:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Sections 2.7(b) and (c) and any Dissenting Shares) shall be converted into the right to receive the Closing Date Per Share Merger Consideration, in cash, without interest, together with any Merger Consideration which may be payable in respect of such Share pursuant to the Escrow Agreement, Section 2.9(h)(i) and Article VIII of this Agreement upon the terms and subject to the conditions set forth herein and therein;
(b) Each Share that is owned by Acquiror or Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor;
(c) Each Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and
(d) Each share of common stock, par value $.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock, par value $.01 per share, of the Surviving Corporation.
(e) Each option to acquire any Shares, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall become fully vested and exercisable and shall be cancelled and converted into the right to receive (i) the product of (A) Closing Date Per Share Merger Consideration, in cash, without interest, multiplied by (B) the aggregate number of Shares for which such option is exercisable as of immediately prior to the Effective Time, minus (ii) the aggregate cash exercise price payable upon exercise of such option (without regard to any cashless exercise provisions) (the “Option Payment”), together with any Merger Consideration which may be payable in respect of the aggregate number of Shares for which such option is exercisable as of immediately prior to the Effective Time pursuant to the Escrow Agreement, Section 2.9(h)(i) and A...
Conversion of Stock Options. BBI agrees to use its best efforts and to exercise all of its discretionary powers, as well as to cause the "Committee" under its 1994 Stock Option Plan, to prevent the exercise of any stock options outstanding on or after the date of this Agreement (other than incentive stock options described in Section 422 of the IRC) and to cash out all unexercised outstanding stock options pursuant to Section 13(b) of the 1994 Stock Option Plan no later than the Effective Date. On the Effective Date, all rights with respect to BBI Common Stock pursuant to stock options ("BBI Options") granted by BBI in compliance herewith under a BBI stock option plan which are outstanding on the Effective Date, whether or not they are exercisable, shall be exchanged for cash paid by BBI on the Effective Date in an amount by which the applicable Cash Consideration per share of BBI Common Stock (determined in accordance with Section 2.1) exceeds the BBI Option exercise price.
Conversion of Stock Options. (a) At the Effective Time, all rights with respect to PBI Common Stock pursuant to stock options ("PBI Options") granted by PBI under all stock option plans of PBI (each a "PBI Option Plan"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to NCBC Common Stock, and NCBC shall assume each PBI Option, in accordance with the terms of the PBI Option Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each PBI Option assumed by NCBC may be exercised solely for shares of NCBC Common Stock, (ii) the number of shares of NCBC Common Stock subject to such PBI Option shall be equal to the number of shares of PBI Common Stock subject to such PBI Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such PBI Option shall be adjusted by dividing the per share exercise price under each such PBI Option by the Exchange Ratio and rounding down to the nearest cent. PBI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 2.2. Notwithstanding the foregoing, each stock option which is an "incentive stock option" under the PBI Option Plan shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder so as to continue as an incentive stock option under Section 424 of the Code and so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code.
