Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of TFC Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“TFC Rights”) granted by TFC under the TFC Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Common Stock, and CBAC shall assume each TFC Right, in accordance with the terms of the TFC Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC and its Compensation Committee, as established at the Effective Time of the Merger, shall be substituted for TFC and the committee of TFC’s Board of Directors (including, if applicable, the entire Board of Directors of TFC) administering such TFC Stock Plan, (ii) each TFC Right assumed by CBAC may be exercised solely for shares of CBAC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Common Stock subject to such TFC Right shall be equal to the number of shares of TFC Common Stock subject to such TFC Right immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such TFC Right shall be adjusted by dividing the per share exercise (or threshold) price under each such TFC Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of TFC Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted TFC Right shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market value of one share of CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each TFC Right which is an “incentive stock option” shall be adjusted as required by Section 424 of the Internal Re...
Conversion of Stock Rights. 4 ARTICLE 4 -
Conversion of Stock Rights. Each of the Parties shall take all such action as may be necessary to cause, at the Effective Time, each Stock Right granted by the Company to purchase Company Shares which is outstanding and unexercised immediately prior thereto (whether or not vested or exercisable), to be converted automatically into an equivalent Stock Right to purchase Acquiror Shares in an amount and at an exercise price determined as follows:
Conversion of Stock Rights. At the Effective Time, -------------------------- each Stock Right granted by the Target to purchase Target Shares which is outstanding and unexercised immediately prior thereto (whether or not vested or exercisable), other than the Purchase Warrant, shall be converted automatically into an option to purchase Purchaser Shares in an amount and at an exercise price determined as follows:
Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of Xxxxxx Common Stock pursuant to stock options, stock appreciation rights, or stock awards ("Xxxxxx Rights"), in each case granted by Xxxxxx under the Xxxxxx Stock Plans, which is outstanding at the Effective Time, whether or not exercisable, shall, except as provided in Section 3.5(d) with respect to the 2000 Non-Employee Director Stock Option Plan (the "2000 Director Stock Option Plan"), be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each Xxxxxx Right, in accordance with the terms of the Xxxxxx Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Regions and its Compensation Committee shall be substituted for Xxxxxx and the Committee of Xxxxxx'x Board of Directors (including, if applicable, the entire Board of Directors of Xxxxxx) administering such Xxxxxx Stock Plan, and (ii) (A) each Xxxxxx Right assumed by Regions may be exercised solely for shares of Regions Common Stock, (B) the number of shares of Regions Common Stock subject to such Xxxxxx Right shall be equal to the number of shares of Xxxxxx Common Stock subject to such Xxxxxx Right immediately prior to the Effective Time multiplied by the Exchange Ratio, and (C) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Xxxxxx Right shall be adjusted by dividing the per share exercise (or threshold) price under each such Xxxxxx Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (ii)(B) of the preceding sentence, Regions shall not be obligated to issue any fraction of a share of Regions Common Stock upon exercise of Xxxxxx Rights and any fraction of a share of Regions Common Stock that otherwise would be subject to a converted Xxxxxx Right shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market value of one share of Regions Common Stock and the per share exercise price of such Right. The market value of one share of Regions Common Stock shall be the last sale price of Regions Common Stock on the Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source agreed to by Xxxxxx and Regions) on the last trading day preceding the date of exercise of the Xxxxxx Right. In addition,...
Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of First National Common Stock pursuant to stock options, stock appreciation rights, or stock awards ("First National Rights") granted by First National under the First National 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 First National Right, in accordance with the terms of the First National Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Regions and its Compensation Committee shall be substituted for First National and the Committee of First National's Board of Directors (including, if applicable, the entire Board of Directors of First National) administering such First National Stock Plan, (ii) each First National Right assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of Regions Common Stock subject to such First National Right shall be equal to the number of shares of First National Common Stock subject to such First National Right immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such First National Right shall be adjusted by dividing the per share exercise (or threshold) price under each such First National Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Regions shall not be obligated to issue any fraction of a share of Regions Common Stock upon exercise of First National Rights and any fraction of a share of Regions Common Stock that otherwise would be subject to a converted First National Right shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market value of one share of Regions Common Stock and the per share exercise price of such Right. The market value of one share of Regions Common Stock shall be the closing price of such common stock on the Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Regions) on the last trading day preceding the Effective Time. In addition, notwith...
Conversion of Stock Rights. Each of the Parties shall take all such action as may be necessary to cause, at the Effective Time, each Stock Right granted by Info to purchase Info Shares, or granted by IBS to purchase IBS Shares, which is outstanding and unexercised immediately prior thereto (whether or not vested or exercisable), to be converted automatically into an equivalent Stock Right to purchase Holdco Shares in an amount and at an exercise price determined as follows:
Conversion of Stock Rights. At or prior to the Closing, Mutual shall cause each option to purchase shares of Mutual Common Stock granted by Mutual under the Mutual Stock Plans, which are outstanding, whether or not then exercisable, to be canceled in exchange for cash in an amount equal to the product of (i) the total number of shares of Mutual Common Stock subject to such option and (ii) the excess of $18.50 over the exercise price per share subject to such option.
Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of Magna Common Stock pursuant to stock options, stock appreciation rights, or stock awards ("Magna Rights") granted by Magna under the Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Common Stock, and UPC shall assume each Magna Right, in accordance with the terms of the Magna Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) administering such Magna Stock Plan, (ii) each Magna Right assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to such Magna Right shall be equal to the number of shares of Magna Common Stock subject to such Magna Right immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Magna Right shall be adjusted by dividing the per share exercise (or threshold) price under each such Magna Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6, each Magna Right which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6.
(b) As soon as reasonably practicable after the Effective Time, UPC shall deliver to the participants in each Magna Stock Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants pursuant to such Magna Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) after giving effect to the Merger), and UPC shall comply with the terms of each Magna Stock Plan to ensure, to the extent required ...
Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of FCC Common Stock pursuant to stock options, stock appreciation rights, or stock awards ("FCC Rights") granted by FCC under the FCC 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 FCC Right, in accordance with the terms of the FCC Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i)
