Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE Rights”) granted by BOE under the BOE 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 BOE Right, in accordance with the terms of the BOE Stock Plans 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 BOE and the committee of BOE’s Board of Directors (including, if applicable, the entire Board of Directors of BOE) administering such BOE Stock Plan, (ii) each BOE 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 BOE Right shall be equal to the number of shares of BOE Common Stock subject to such BOE 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 BOE Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE 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 BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE 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 3.4, each BOE Right which is an “incentive stock option” shall be adjusted as required by Section 424 of the Internal R...
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. 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. At the Effective Time, each holder of an award, option, or other right to purchase or acquire shares of Valley Common Stock pursuant to stock options, stock appreciation rights, or stock awards (each, a "Valley Right"), in each case granted by Valley under the Valley Stock Plans, which is outstanding at the Effective Time, whether or not exercisable, shall be entitled to receive upon surrender of such Valley Right a check in the amount equal to the difference (if positive) between (i) the Cash Payment Amount and (ii) the exercise price of such Valley Right.
Conversion of Stock Rights. The Target shall take all such action as may be necessary to cause, at the Effective Time, each Stock Right granted by the Target to purchase Target Shares that is outstanding and unexercised immediately prior thereto (whether or not vested or exercisable), to be converted automatically into an equivalent Stock Right to purchase Parent Shares in an amount and at an exercise price determined as follows:
Conversion of Stock Rights. At the Effective Time the options, warrants and other rights to purchase EIAC common stock (collectively, “EIAC Stock Rights”) then outstanding shall be converted into one substantially equivalent option, warrant or other right to purchase the Surviving Corporation common shares (collectively, the “Surviving Corporation Share Rights”), except that (i) each of the Surviving Corporation Share Rights will be exercisable for that number of whole shares of the Surviving Corporation common shares equal to the product of the number of shares of EIAC common stock that were issuable upon exercise of such option or warrant immediately prior to the Effective Time multiplied by the Conversion Ratio and rounded down to the nearest whole number of shares of the Surviving Corporation common shares, and (ii) the per share exercise price for the shares of the Surviving Corporation common shares issuable upon exercise of such Surviving Corporation Share Rights will be equal to the quotient determined by dividing the exercise price per share of EIAC common stock at which each such option or warrant was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded down to the nearest whole cent. At the Effective Time, the EIAC Stock Rights shall cease to be outstanding and shall automatically be canceled and shall cease to exist.
