Common use of Conversion of Stock Rights Clause in Contracts

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 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. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.4.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Triangle Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Triangle Rights”") granted by BOE Triangle under the BOE Triangle Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Centura Common Stock, and CBAC Centura shall assume each BOE Triangle Right, in accordance with the terms of the BOE Triangle Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Centura and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE Triangle and the committee Committee of BOE’s Triangle's Board of Directors (including, if applicable, the entire Board of Directors of BOETriangle) administering such BOE Triangle Stock Plan, (ii) each BOE Triangle Right assumed by CBAC Centura may be exercised solely for shares of CBAC Centura Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Centura Common Stock subject to such BOE Triangle Right shall be equal to the number of shares of BOE Triangle Common Stock subject to such BOE Triangle 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 Triangle Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Triangle Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Centura shall not be obligated to issue any fraction of a share of CBAC Centura Common Stock upon exercise of BOE Triangle Rights and any fraction of a share of CBAC Centura Common Stock that otherwise would be subject to a converted BOE Triangle 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 Centura Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Centura Common Stock shall be the closing price of Centura Common Stock on the AMEX NYSE - Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACCentura) on the last trading day preceding the Effective Timedate of exercise of the Triangle Right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE Triangle 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. CBAC Centura agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE TFC Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE TFC Rights”) granted by BOE TFC under the BOE 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 BOE TFC Right, in accordance with the terms of the BOE TFC Stock Plans 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 BOE TFC and the committee of BOETFC’s Board of Directors (including, if applicable, the entire Board of Directors of BOETFC) administering such BOE TFC Stock Plan, (ii) each BOE 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 BOE TFC Right shall be equal to the number of shares of BOE TFC Common Stock subject to such BOE 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 BOE TFC Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE 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 BOE TFC Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE 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 3.43.5, each BOE TFC 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. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE First National Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "First National Rights”") granted by BOE First National under the BOE 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 CBAC Regions Common Stock, and CBAC Regions shall assume each BOE First National Right, in accordance with the terms of the BOE First National Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Regions and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE First National and the committee Committee of BOE’s First National's Board of Directors (including, if applicable, the entire Board of Directors of BOEFirst National) administering such BOE First National Stock Plan, (ii) each BOE First National Right assumed by CBAC Regions may be exercised solely for shares of CBAC Regions Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Regions Common Stock subject to such BOE First National Right shall be equal to the number of shares of BOE First National Common Stock subject to such BOE 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 BOE First National Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE First National Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Regions shall not be obligated to issue any fraction of a share of CBAC Regions Common Stock upon exercise of BOE First National Rights and any fraction of a share of CBAC Regions Common Stock that otherwise would be subject to a converted BOE 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 CBAC Regions Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Regions Common Stock shall be the closing price of such common stock on the AMEX Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACRegions) 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 3.43.5, each BOE First National Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, 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. CBAC Regions agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Carolina First Common Stock pursuant to stock options, stock appreciation rightsrights (including any "STARs"), or stock awards (“BOE "Carolina First Rights”") granted by BOE Carolina First under the BOE Carolina First Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights Rights with respect to CBAC FCC Common Stock, and CBAC FCC shall assume each BOE Carolina First Right, in accordance with the terms of the BOE Carolina First Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC FCC and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE Carolina First and the committee Committee of BOE’s Carolina First's Board of Directors (including, if applicable, the entire Board of Directors of BOECarolina First) administering such BOE Carolina First Stock Plan, (ii) each BOE Carolina First Right assumed by CBAC FCC may be exercised solely for shares of CBAC FCC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC FCC Common Stock subject to such BOE Carolina First Right shall be equal to the number of shares of BOE Carolina First Common Stock subject to such BOE Carolina First 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 Carolina First Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Carolina First Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC FCC shall not be obligated to issue any fraction of a share of CBAC FCC Common Stock upon exercise of BOE Carolina First Rights and any fraction of a share of CBAC FCC Common Stock that otherwise would be subject to a converted BOE Carolina First 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 FCC Common Stock and the adjusted per share exercise price of such Right. The market value of one share of CBAC FCC Common Stock shall be the closing last sale price of FCC Common Stock on the AMEX Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACFCC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence and the second sentence of this Section 3.43.6(a), each BOE Carolina First 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. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.4.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Magna Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Magna Rights”") granted by BOE Magna under the BOE Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Magna Right, in accordance with the terms of the BOE Magna Stock Plans Plan and stock option agreement by which it is evidencedevi- denced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Magna and the committee Committee of BOE’s Magna's Board of Directors (including, if applicable, the entire Board of Directors of BOEMagna) administering such BOE Magna Stock Plan, (ii) each BOE Magna Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Magna Right shall be equal to the number of shares of BOE Magna Common Stock subject to such BOE Magna Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio 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 BOE Magna Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Magna 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 3.43.6, each BOE 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. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.6.

Conversion of Stock Rights. (ai) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Ambanc Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Ambanc Rights”") granted by BOE Ambanc under the BOE Ambanc Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Ambanc Right, in accordance with the terms of the BOE Ambanc Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Ambanc and the committee Committee of BOE’s Ambanc's Board of Directors (including, if applicable, the entire Board of Directors of BOEAmbanc) administering such BOE Ambanc Stock Plan, (ii) each BOE Ambanc Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Ambanc Right shall be equal to the number of shares of BOE Ambanc Common Stock subject to such BOE Ambanc Right immediately prior to the 77 Effective Time multiplied by the Exchange RatioRatio and rounded 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 BOE Ambanc Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Ambanc 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 3.43.5, each BOE Ambanc Right which is an “"incentive stock option” shall " stall 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. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Magna Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Magna Rights”") granted by BOE Magna under the BOE Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Magna Right, in accordance with the terms of the BOE Magna Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Magna and the committee Committee of BOE’s Magna's Board of Directors (including, if applicable, the entire Board of Directors of BOEMagna) administering such BOE Magna Stock Plan, (ii) each BOE Magna Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Magna Right shall be equal to the number of shares of BOE Magna Common Stock subject to such BOE Magna Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio 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 BOE Magna Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Magna 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 3.43.6, each BOE 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. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.6.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE First Coastal Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "First Coastal Rights”") granted by BOE First Coastal under the BOE First Coastal Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Centura Common Stock, and CBAC Centura shall assume each BOE First Coastal Right, in accordance with the terms of the BOE First Coastal Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Centura and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE First Coastal and the committee Committee of BOE’s First Coastal's Board of Directors (including, if applicable, the entire Board of Directors of BOEFirst Coastal) administering such BOE First Coastal Stock Plan, (ii) each BOE First Coastal Right assumed by CBAC Centura may be exercised solely for shares of CBAC Centura Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Centura Common Stock subject to such BOE First Coastal Right shall be equal to the number of shares of BOE First Coastal Common Stock subject to such BOE First Coastal 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 First Coastal Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE First Coastal Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Centura shall not be obligated to issue any fraction of a share of CBAC Centura Common Stock upon exercise of BOE First Coastal Rights and any fraction of a share of CBAC Centura Common Stock that otherwise would be subject to a converted BOE First Coastal 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 Centura Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Centura Common Stock shall be the closing price of Centura Common Stock on the AMEX NYSE - Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACCentura) on the last trading day preceding the Effective Timedate of exercise of the First Coastal Right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE First Coastal 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. CBAC Centura agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Ambanc Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Ambanc Rights”") granted by BOE Ambanc under the BOE Ambanc Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Ambanc Right, in accordance with the terms of the BOE Ambanc Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Ambanc and the committee Committee of BOE’s Ambanc's Board of Directors (including, if applicable, the entire Board of Directors of BOEAmbanc) administering such BOE Ambanc Stock Plan, (ii) each BOE Ambanc Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Ambanc Right shall be equal to the number of shares of BOE Ambanc Common Stock subject to such BOE Ambanc Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio 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 BOE Ambanc Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Ambanc 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 3.43.5, each BOE Ambanc 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. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5.