Common use of Conversion of Target Options Clause in Contracts

Conversion of Target Options. As of the Effective Time, each outstanding option to purchase shares of Target Common Stock granted pursuant to the PDI Inc. 1996 Equity Incentive Plan and the PDI Inc. 1998 Stock Plan (the "Target Stock Option Plans"), whether vested or unvested (a "Target Option"), will be converted into an option to purchase shares of Acquiror Common Stock (each, an "Acquiror Option"). In addition, the Target Stock Option Plans shall be terminated by resolution of the Target's board of directors. Except as provided below, each such Target Option converted by Acquiror under this Agreement shall retain its respective vesting schedule as set forth under the applicable Target Stock Option Plan; however, the converted Target Options will be governed by the 2004 Omnibus Incentive Compensation Plan as of the Effective Time. The 2004 Omnibus Incentive Compensation Plan shall provide for terms and conditions such that the converted Target Options shall continue to be subject to the same terms and conditions that are comparable to those set forth in the applicable Target Stock Option Plan, except that (i) each such option will be exercisable for that number of whole shares of Acquiror Common Stock obtained by multiplying the number of shares of Target Common Stock that would be issuable upon exercise of such option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such option were then satisfied, by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such converted Target Option will be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. Consistent with the terms of the Target Stock Option Plans and the documents governing the outstanding Target Options under such plans, the Merger will not terminate any of the outstanding Target Options under the Target Stock Option Plans or accelerate the exercisability or vesting of such options or the shares of Target Common Stock which will be subject to those options upon the conversion of the Target Options in connection with the Merger. It is the intention of the parties that the Target Options converted to Acquiror Options qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Target Options so converted qualified as incentive stock options prior to the Effective Time.

Conversion of Target Options. As of At the Effective Time, each outstanding option all unexercised and unexpired options to purchase shares of Target Common Stock granted pursuant to then outstanding under any stock option plan of Target at the PDI Effective Time, including the MiMedx, Inc. 1996 Equity 2006 Stock Incentive Plan, the MiMedx, Inc. Assumed 2005 Stock Incentive Plan (formerly the SpineMedica Corp. 2005 Stock Incentive Plan), and the PDI MiMedx, Inc. 1998 Assumed 2007 Stock Incentive Plan (formerly the "SpineMedica Corp. 2007 Stock Incentive Plan), or any other plan, agreement, or arrangement (the “Target Stock Option Plans"”), whether vested or unvested not then exercisable (a "the “Target Option"Options”), will be converted into an option to purchase shares of Acquiror Common Stock (each, an "Acquiror Option"). In addition, the Target Stock Option Plans shall be terminated assumed by resolution of the Target's board of directorsAlynx. Except as provided below, each such Each Target Option converted so assumed by Acquiror Alynx under this Agreement shall retain its respective vesting schedule as set forth under the applicable Target Stock Option Plan; however, the converted Target Options will be governed by the 2004 Omnibus Incentive Compensation Plan as of the Effective Time. The 2004 Omnibus Incentive Compensation Plan shall provide for terms and conditions such that the converted Target Options shall continue to have, and be subject to to, the same terms and conditions that are comparable to those as set forth in the applicable Target Stock Option PlanPlan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby)), except that that: (i) each such option will Target Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Acquiror Alynx Common Stock obtained by multiplying equal to (A) the number of shares of Target Common Stock that would be issuable upon the exercise of such option Target Option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such option were then satisfied, multiplied by (B) the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, Conversion Rate; and (ii) the per share exercise price for the shares of Acquiror Alynx Common Stock issuable upon exercise of each such converted assumed Target Option will shall be equal to the quotient determined by dividing (X) the exercise price per share of Target Common Stock at which such option Target Option was exercisable immediately prior to the Effective Time by (Y) the Exchange RatioCommon Conversion Rate, rounded up to the nearest whole cent. Consistent with the terms The conversion of the Target Stock Option Plans and the documents governing the outstanding any Target Options under such plans, the Merger will not terminate any of the outstanding Target Options under the Target Stock Option Plans or accelerate the exercisability or vesting of such options or the shares of Target Common Stock which will be subject to those options upon the conversion of the Target Options in connection with the Merger. It is the intention of the parties that the Target Options converted to Acquiror Options qualify, to the maximum extent permissible, following the Effective Time, as are “incentive stock options, as defined in ” within the meaning of Section 422 of the Code into options to purchase Alynx Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such Target Options within the meaning of Section 424 of the Code, . Continuous employment with Target or its subsidiaries shall be credited to the extent, and only to optionee for purposes of determining the extent, the vesting of all assumed Target Options so converted qualified as incentive stock options prior to after the Effective Time.

Conversion of Target Options. As of the Effective Time, each outstanding option to purchase shares of Target Common Stock granted pursuant to the PDI Inc. 1996 Equity Incentive Plan and the PDI Inc. 1998 Stock Plan (the "“Target Stock Option Plans"”), whether vested or unvested (a "“Target Option"”), will be converted into an option to purchase shares of Acquiror Common Stock (each, an "“Acquiror Option"”). In addition, the Target Stock Option Plans shall be terminated by resolution of the Target's ’s board of directors. Except as provided below, each such Target Option converted by Acquiror under this Agreement shall retain its respective vesting schedule as set forth under the applicable Target Stock Option Plan; however, the converted Target Options will be governed by the 2004 Omnibus Incentive Compensation Plan as of the Effective Time. The 2004 Omnibus Incentive Compensation Plan shall provide for terms and conditions such that the converted Target Options shall continue to be subject to the same terms and conditions that are comparable to those set forth in the applicable Target Stock Option Plan, except that (i) each such option will be exercisable for that number of whole shares of Acquiror Common Stock obtained by multiplying the number of shares of Target Common Stock that would be issuable upon exercise of such option immediately prior to the Effective Time, assuming that all vesting conditions applicable to such option were then satisfied, by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such converted Target Option will be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent. Consistent with the terms of the Target Stock Option Plans and the documents governing the outstanding Target Options under such plans, the Merger will not terminate any of the outstanding Target Options under the Target Stock Option Plans or accelerate the exercisability or vesting of such options or the shares of Target Common Stock which will be subject to those options upon the conversion of the Target Options in connection with the Merger. It is the intention of the parties that the Target Options converted to Acquiror Options qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in Section 422 of the Code, to the extent, and only to the extent, the Target Options so converted qualified as incentive stock options prior to the Effective Time.