Common use of Exchange Ratio for Company Stock Options Clause in Contracts

Exchange Ratio for Company Stock Options. (i) At the Effective Time, each outstanding Company Stock Option (as defined in Section 3.2) shall, to the extent provided for in the Company Stock Option Plans (as defined in Section 3.2), vest and be exercisable, if not vested and exercisable at such time, and all Company Stock Options shall be adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase News Corp. Preferred ADRs, as provided below. Following the Effective Time, each Company Stock Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the Company Stock Option Plans or any other agreement pursuant to which such Company Stock Option was subject immediately prior to the Effective Time, except as set forth in this Section 2.1(b) and except that (A) each such Company Stock Option shall be exercisable for that number of News Corp. Preferred ADRs equal to the product of (1) the aggregate number of shares of Company Common Stock for which such Company Stock Option was exercisable and (2) the Exchange Ratio; PROVIDED, HOWEVER, that no Company Stock Option shall be exercisable for a fractional News Corp. Preferred ADR, and holders of a Company Stock Option exercisable for a fractional News Corp. Preferred ADR shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Company Stock Options being exercised therewith, such offset to be determined by multiplying the fraction of a News Corp. Preferred ADR to which a holder of a Company Stock Option would be entitled to receive times the excess of the closing price of the News Corp. Preferred ADRs as reported on the NYSE Composite Tape on the date of exercise over the exercise price of such Company Stock Option, and (B) the exercise price per News Corp. Preferred ADR issuable pursuant to such Company Stock Option shall be equal to the aggregate exercise price of such Company Stock Option at the Effective Time divided by the number of News Corp. Preferred ADRs for which such Company Stock Option shall be exercisable as determined in accordance with the preceding clause (A), rounded up to the next highest cent, if necessary.

Exchange Ratio for Company Stock Options. Each employee, consultant and director or other option (individually, a "Company Stock Option") not previously exercised, outstanding immediately prior to the Effective Time and granted under the Company's (i) At Amended and Restated Stock Option Plan, (ii) Amended and Restated Nonemployee Director Stock Option Plan, (iii) Amended and Restated Consultants Stock Option Plan and (iv) any other stock option plan or arrangement of the Company (collectively, (other than the Company's Employee Stock Purchase Plan (the "ESPP")) the "Company Stock Option Plans"), whether vested or unvested, will be exchanged or cancelled as provided in this Section 2.2. Each Company Stock Option having an exercise price of $11 or more that is outstanding immediately prior to the Effective Time shall be cancelled immediately prior to the Effective Time for no consideration. Each Company Stock Option (in the case of persons who are employed by or providing services to the Company as of the Effective Time, each whether vested or unvested and in the case of persons who are no longer employed by or providing services to the Company, as of the Effective Time, only to the extent such Company Stock Option was vested on the date such person's employment or service with the Company ceased) having an exercise price of less than $9 that is outstanding immediately prior to the Effective Time shall be exchanged immediately prior to the Effective Time for (x) payment by the Company to the holder of such Company Stock Option, of an amount in cash equal to (1) the product of $9 and the number of shares of Company Common Stock subject to such Common Stock Option, less (2) the aggregate exercise price of such Common Stock Option and (y) the right to receive one CPR per share of Company Common Stock covered by such Company Stock Option. Each Company Stock Option (in the case of persons who are employed by or providing services to the Company as of the Effective Time, whether vested or unvested and in the case of persons who are no longer employed by or providing services to the Company, as of the Effective Time, only to the extent such Company Stock Option was vested on the date such person's employment or service with the Company ceased) having an exercise price that is greater than or equal to $9 and less than $11 that is outstanding immediately prior to the Effective Time, shall be exchanged immediately prior to the Effective Time for the right to receive one CPR per share of Company Common Stock covered by such Company Stock Option. The purchase period (as defined in Section 3.2the ESPP) shall, (the "Purchase Period") in effect under ESPP shall terminate immediately prior to the extent provided for Effective Time, and the payroll deductions accumulated during such Purchase Period shall then be applied to the purchase of shares of Company Common Stock in accordance with the ESPP (subject to participants' right to withdraw from such plan at any time). Any shares of Company Common Stock so issued under the ESPP shall be converted into the right to receive Merger Consideration in accordance with Section 2.1(b). The Company and Baxter shall take such action as shall be required or necessary under the terms of the ESPP, and the Company Stock Option Plans (as defined in Section 3.2), vest and be exercisable, if not vested and exercisable at such time, and all Company Stock Options shall be adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase News Corp. Preferred ADRs, as provided below. Following the Effective Time, each Company Stock Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the Company Stock Option Plans or any other agreement agreements pursuant to which such a Company Stock Option was subject immediately prior to the Effective Time, except as set forth in Time to effectuate the provisions of this Section 2.1(b) and except that (A) each such Company Stock Option shall be exercisable for that number of News Corp. Preferred ADRs equal to 2.2, including, but not limited to, the product of (1) the aggregate number of shares of Company Common Stock for which such Company Stock Option was exercisable and (2) the Exchange Ratio; PROVIDED, HOWEVER, that no Company Stock Option shall be exercisable for a fractional News Corp. Preferred ADR, and holders of a Company Stock Option exercisable for a fractional News Corp. Preferred ADR shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Company Stock Options being exercised therewith, such offset to be determined by multiplying the fraction of a News Corp. Preferred ADR to which a holder of a Company Stock Option would be entitled to receive times the excess of the closing price of the News Corp. Preferred ADRs as reported on the NYSE Composite Tape on the date of exercise over the exercise price amendment of such Company Stock Option, and (B) the exercise price per News Corp. Preferred ADR issuable pursuant to such Company Stock Option shall be equal to the aggregate exercise price of such Company Stock Option at the Effective Time divided by the number of News Corp. Preferred ADRs for which such Company Stock Option shall be exercisable as determined in accordance with the preceding clause (A), rounded up to the next highest cent, if necessaryplans or agreements.

Exchange Ratio for Company Stock Options. (i) At the Effective Time, each outstanding Company Stock Option (as defined in Section 3.2) shall, to the extent provided for in the Company Stock Option Plans (as defined in Section 3.2), shall immediately vest and be exercisable, if not vested and exercisable at such time, and all Company Stock Options shall be assumed by Fox and adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase News Corp. Preferred ADRs, as provided below. Following the Effective Time, each Company Stock Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the Company Stock Option Plans (as defined in Section 3.2) or any other agreement pursuant to which such Company Stock Option was subject immediately prior to the Effective Time, except as set forth in this Section 2.1(b2.1(e) and except that (A) each such Company Stock Option shall be exercisable for that number of News Corp. Preferred ADRs equal to the product of (1) the aggregate number of shares of Company Common Stock for which such Company Stock Option was exercisable and (2) the Exchange Ratio; PROVIDED, HOWEVERprovided, that no Company Stock Option shall be exercisable for a fractional News Corp. Preferred ADR, and holders of a Company Stock Option exercisable for a fractional News Corp. Preferred ADR shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Company Stock Options being exercised therewith, such offset to be determined by multiplying the fraction of a News Corp. Preferred ADR to which a holder of a Company Stock Option would be entitled to receive times the excess of the closing price of the News Corp. Preferred ADRs as reported on the NYSE Composite Tape on the date of exercise over the exercise price of such Company Stock Option, and (B) the exercise price per News Corp. Preferred ADR issuable pursuant to such Company Stock Option shall be equal to the aggregate exercise price of such Company Stock Option at the Effective Time divided by the number of News Corp. Preferred ADRs for which such Company Stock Option shall be exercisable as determined in accordance with the preceding clause (A), rounded up to the next highest cent, if necessary, and (C) if an option holder's employment is terminated within six months after the Closing Date, such holder's Company Stock Options may be exercised during the one year period following the date of termination of employment of the holder of such option. The Company shall take such action as shall be required under the terms of the Company Stock Option Plans or any other agreement pursuant to which a Company Stock Option was subject immediately prior to the Effective Time to effectuate the provisions of this Section 2.1(e).

Exchange Ratio for Company Stock Options. (i) At the Effective Time, each outstanding Company Stock Option (as defined in Section 3.2) shall, to the extent provided for in the Company Stock Option Plans (as defined in Section 3.2), vest and be exercisable, if not vested and exercisable at such time, and all Company Stock Options shall be adjusted in accordance with the terms thereof and this Agreement to be exercisable to purchase News Corp. Preferred ADRs, as provided below. Following the Effective Time, each Company Stock Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the Company Stock Option Plans or any other agreement pursuant to which such Company Stock Option was subject immediately prior to the Effective Time, except as set forth in this Section 2.1(b) and except that (A) each such Company Stock Option shall be exercisable for that number of News Corp. Preferred ADRs equal to the product of (1) the aggregate number of shares of Company Common Stock for which such Company Stock Option was exercisable and (2) the Exchange Ratio; PROVIDEDprovided, HOWEVERhowever, that no Company Stock Option shall be exercisable for a fractional News Corp. Preferred ADR, and holders of a Company Stock Option exercisable for a fractional News Corp. Preferred ADR shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Company Stock Options being exercised therewith, such offset to be determined by multiplying the fraction of a News Corp. Preferred ADR to which a holder of a Company Stock Option would be entitled to receive times the excess of the closing price of the News Corp. Preferred ADRs as reported on the NYSE Composite Tape on the date of exercise over the exercise price of such Company Stock Option, and (B) the exercise price per News Corp. Preferred ADR issuable pursuant to such Company Stock Option shall be equal to the aggregate exercise price of such Company Stock Option at the Effective Time divided by the number of News Corp. Preferred ADRs for which such Company Stock Option shall be exercisable as determined in accordance with the preceding clause (A), rounded up to the next highest cent, if necessary.