CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain Common Stock (either, a “Mountain Option”) outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain Option shall be equal to the number of shares of Mountain Common Stock subject to each such Mountain Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options shall be determined by dividing the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Internal Revenue Code as to any Mountain Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right to purchase shares of Zynaxis Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis Options") granted by Zynaxis under the Zynaxis Stock Plan which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Common Stock, and Vaxcel shall assume each Zynaxis Option, in accordance with the terms of the Zynaxis Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel and its Compensation Committee shall be substituted for Zynaxis and the Committee of Zynaxis's Board of Directors (including, if applicable, the entire Board of Directors of Zynaxis) administering such Zynaxis Stock Plan, (ii) each Zynaxis Option assumed by Vaxcel may be exercised solely for shares of Vaxcel Common Stock (or cash, if so provided under the terms of such Zynaxis Option), (iii) the number of shares of Vaxcel Common Stock subject to such Zynaxis Option shall be equal to the number of shares of Zynaxis Common Stock subject to such Zynaxis Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Zynaxis Option shall be adjusted by dividing the per share exercise price under each such Zynaxis Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel shall not be obligated to issue any fraction of a share of Vaxcel Common Stock upon exercise of Zynaxis Options and any fraction of a share of Vaxcel Common Stock that otherwise would be subject to a converted Zynaxis Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Common Stock at the time of exercise of an Option shall be the last sale price of a share of Vaxcel Common Stock on the Nasdaq SmallCap Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Vaxcel) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the...
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. At the Effective Time, (i) each option or other Equity Right to purchase or receive shares of Company Common Stock pursuant to stock options, stock appreciation rights, restricted stock awards or performance share awards granted by the Company under the Company Stock Plans and outstanding at the Effective Time, whether or not then exercisable or vested (collectively, the "Company Options"), shall become fully exercisable and vested, (ii) each such Company Option shall be canceled and (iii) in consideration of such cancellation, Parent shall pay to each such holder of Company Options an amount in cash equal to the product of (1) the difference (if positive) between the Per Share Purchase Price and the price, if any, per share of Company Common Stock pursuant to which the holder of such Company Option may purchase the shares of Company Common Stock to which such Company Option relates (and less any withholding of Taxes as may be required by applicable Law) and (2) the number of shares of Company Common Stock subject thereto. At the Effective Time, each such Company Option shall no longer represent the right to purchase or receive shares of Company Common Stock, but in lieu thereof shall represent the right to receive the cash payment referred to above. At or prior to the Effective Time, the Company shall take all actions necessary to provide notice of the provisions of this Section 3.4 to all holders of Company Options and to cause the cancellation of the Company Options in accordance herewith at the Effective Time.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights with respect to PALFED Common Stock pursuant to stock options or stock appreciation rights ("PALFED Options") granted by PALFED under the PALFED Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each PALFED Option, in accordance with the terms of the PALFED Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each PALFED Option assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (ii) the number of shares of Regions Common Stock subject to such PALFED Option shall be equal to the number of shares of PALFED Common Stock subject to such PALFED Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such PALFED Option shall be adjusted by dividing the per share exercise price under each such PALFED Option by the Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." PALFED agrees to take all necessary steps to effectuate the foregoing provisions of this Section 0.6.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights with respect to Central and Southern Common Stock pursuant to stock options ("Central and Southern Options") granted by Central and Southern under the Central and Southern Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Surviving Corporation Common Stock, and the Surviving Corporation shall assume each Central and Southern Option, in accordance with the terms of the Central and Southern Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Central and Southern Option assumed by the Surviving Corporation may be exercised solely for shares of Surviving Corporation Common Stock, (ii) the number of shares of Surviving Corporation Common Stock subject to such Central and Southern Option shall be equal to the number of shares of Central and Southern Common Stock subject to such Central and Southern Option immediately prior to the Effective Time, and (iii) the per share exercise price under each such Central and Southern Option shall not be changed. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." Central and Southern and Premier agree to take all necessary steps to effect the provisions of this Section 3.4.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights with respect to Xxxxxx Xxxxxxxx Common Stock pursuant to stock options granted by Xxxxxx Xxxxxxxx under the Xxxxxx Xxxxxxxx Stock Plans ("Xxxxxx Xxxxxxxx Options"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Surviving Corporation Common Stock, and the Surviving Corporation shall assume each Xxxxxx Xxxxxxxx Option, in accordance with the terms of the Xxxxxx Xxxxxxxx Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Xxxxxx Xxxxxxxx Option assumed by the Surviving Corporation may be exercised solely for shares of Surviving Corporation Common Stock, (ii) the number of shares of Surviving Corporation Common Stock subject to such Xxxxxx Xxxxxxxx Option shall be equal to the number of shares of Xxxxxx Xxxxxxxx Common Stock subject to such Xxxxxx Xxxxxxxx Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iii) the per share exercise price under each such Xxxxxx Xxxxxxxx Option shall be adjusted to reflect the Exchange Ratio, and (iv) the shares of Surviving Corporation Common Stock underlying each Xxxxxx Xxxxxxxx Option shall remain registered under the Securities Act. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." Xxxxxx Xxxxxxxx and Premier agree to take all necessary steps to effect the provisions of this Section 3.4.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right (excluding PSHC Warrants) to purchase shares of PSHC Common Stock pursuant to stock options or stock appreciation rights ("PSHC Options") granted by PSHC under the PSHC Stock Plan[s], which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Seacoast Common Stock, and Seacoast shall assume each PSHC Option, in accordance with the terms of the PSHC Stock Plan and stock option
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option to purchase CT Financial Services Common Stock ("CT
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) All rights with respect to Citizens Common Stock pursuant to stock options ("Citizens Options") granted under the Citizens Stock Plans, whether or not exercisable, shall be converted into and become rights with respect to Premier Common Stock, and the Surviving Corporation shall assume each Citizens Option, in accordance with the terms of the Citizens Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Date, (i) each Citizens Option assumed by the Surviving Corporation may be exercised solely for shares of Premier Common Stock, (ii) the number of shares of Premier Common Stock subject to such Citizens Option shall be equal to the number of Citizens Common Stock multiplied by the Exchange Ratio as defined in the Merger Agreement attached hereto as Exhibit "A", and (iii) the per share exercise price under ---------- each such Citizens Option shall be adjusted to reflect the Exchange Ratio. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." Citizens and Premier agree to take all necessary steps to effect the provisions of this Section 3.12.
CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights with respect to North Xxxxxx Common Stock pursuant to stock options granted by North Xxxxxx under the North Xxxxxx Stock Plans ("North Xxxxxx Options"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Premier Common Stock, and Premier shall assume each North Xxxxxx Option, in accordance with the terms of the North Xxxxxx Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each North Xxxxxx Option assumed by Premier may be exercised solely for shares of Premier Common Stock, (ii) the number of shares of Premier Common Stock subject to such North Xxxxxx Option shall be equal to the number of shares of North Xxxxxx Common Stock subject to such North Xxxxxx Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such North Xxxxxx Option shall be adjusted to reflect the Exchange Ratio. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." North Xxxxxx and Premier agree to take all necessary steps to effect the provisions of this Section 3.4.
