Option Exchange. Stockholder agrees that each Exchange Option held by the Stockholder shall be cancelled and, in exchange therefor, converted into New Options to purchase 728,610 shares of Holding Common Stock with exercise prices as set forth on Schedule A. Holding shall, at the Effective Time, assume the Company's Fourth Amended and Restated 1995 Long-Term Incentive Plan (after such assumption, the "Holding 1995 Long-Term Incentive Plan") and each New Option shall be subject to the same terms and conditions as in effect immediately before the Option Exchange, it being understood and agreed that all New Options shall be fully vested as of the Closing under the Merger Agreement. Holding and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.
Option Exchange. We do not believe that there will be a tax liability solely as the result of your tender of eligible options for replacement with New Options; however, the tax laws in this area are not certain and so we cannot predict the tax consequences with certainty.
Option Exchange. The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for _________ Units of HEURISTIC DEVELOPMENT GROUP, INC., each Unit consisting of one share of $.01 Par Value Common Stock, One Class A Warrant(s) to purchase one share _________ of Common Stock and One Class B Warrant, pursuant to the Option Exchange provisions of the Option.
Option Exchange. Effective as of the Closing, each Exchange Option shall be cancelled in exchange for a New Option that shall (A) cover the number of shares determined by multiplying (i) the number of shares of Company Common Stock that were issuable upon exercise of such Exchange Option immediately prior to the Closing by (ii) the ratio of the Merger Consideration (as defined in the Merger Agreement) to average price per share paid (directly or indirectly) by Xxxxx Investment Associates VII, L.P. and KEP VI, LLC (collectively, “Xxxxx”) for a share of Common Stock of Holding at the Closing (rounded to the nearest whole share of Holding Common Stock) (the “Option Exchange Ratio”), and (B) have such per share exercise price equal to the quotient determined by dividing (i) the exercise price per share of Company Common Stock at which each Exchange Option was exercisable immediately prior to the Closing by (ii) the Option Exchange Ratio (rounded to the nearest whole cent). Each New Option shall be evidenced by a stock option agreement in the form attached as Exhibit B (the “Rollover Stock Option Agreement”).
Option Exchange. (a) For the avoidance of doubt, each separately identified Rollover Option set forth on Appendix A is, and shall be treated for all purposes under this Rollover Agreement as, a separate Rollover Option, and this Rollover Agreement will be construed accordingly. Unless the context clearly requires otherwise, references hereinafter to the Rollover Option shall refer to each separate Rollover Option to purchase shares of common stock of the Company prior to the Closing Date, and references hereinafter to the Parent Option shall refer to each separate Parent Option to purchase Common Stock for which each Rollover Option has been exchanged.
(b) Each Rollover Option shall be exchanged for a Parent Option at Closing, upon the terms and conditions set forth herein, with respect to the number of shares of Common Stock and at such exercise prices determined as follows: (i) each such Rollover Option will be converted into a Parent Option for that number of whole shares of Common Stock equal to the product of the number of shares of common stock of the Company that were subject to such Rollover Option immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Parent Common Stock Per Share Value (such ratio, the “Option Ratio”), with the result rounded down to the nearest whole number of shares of Common Stock and (ii) the per share exercise price for the Common Stock subject to such Parent Option will be equal to the quotient determined by dividing the exercise price per share of common stock at which such Rollover Option was exercisable immediately prior to the Closing by the Option Ratio, with the result rounded up to the nearest whole cent (the “Option Price”). The “Parent Common Stock Per Share Value” shall mean the price per share paid by the Permira Funds (as defined below) to acquire Common Stock immediately prior to Closing (which shall be in excess of the Merger Consideration). The parties shall take such action as the Optionee may reasonably request in order to carry out the intent of the parties that the foregoing conversion comply with Section 424 of the Code.
Option Exchange. The Prior Options are hereby exchanged for Options, on the terms and conditions set forth herein, with respect to such number of Shares and at such exercise prices as set forth on Appendix A, in each case subject to adjustment as set forth in the Plan. For the avoidance of doubt, each separately identified Option set forth on Appendix A shall be treated as if it were a separate Option, and this Agreement will be construed accordingly. Unless the context requires otherwise, references hereinafter to the Option shall refer to each separately identified Option.
Option Exchange. Stockholder agrees that, immediately after the Reclassification, each Exchange Option held by the Stockholder shall be cancelled, and in exchange therefore, shall be converted into a New Option to purchase the number of shares of Class A Common Stock equal to the number of shares of Common Stock and Special Common Stock subject to the related Exchange Option immediately prior to the Effective Time with an exercise price equal to the exercise price with respect to the related Exchange Option. Each New Option shall be subject to the terms and conditions of the Option Plan and the applicable stock option agreement. The Company and Stockholder agree to take all corporate and other action as shall be necessary to effectuate the foregoing.
Option Exchange. Subject to the occurrence of the Merger Closing, Holdings shall, at and as of the Merger Closing, issue Holdings Options in the same amount and on the same terms and conditions as the Investment Options in exchange for each outstanding Investment Option. The exchange of the Investment Options solely for Holdings Options pursuant to this Section 4 shall be in pursuance of the plan of reorganization of Kmart (within the meaning of Treasury Regulation Section 1.368-2(g)) set forth in the Merger Agreement.
Option Exchange. We believe it is unlikely that you will be subject to tax as a result of the exchange of an existing option for the right to receive a New Option, although this result is not completely certain. GRANT OF NEW OPTION Under current law, you should not realize taxable income upon the grant to you of a New Option. EXERCISE OF NEW OPTION Due to legal restrictions in China, you will only be able to exercise your New Option using the cashless sell-all or cashless sell-to-cover method of exercise. Under the cashless sell-all method of exercise, options are exercised without any cash and all of your shares are sold immediately following exercise. You will receive the proceeds of the sale, minus the exercise price, broker's fees and any withholding taxes. Under the cashless sell-to-cover method of exercise, options are exercised without any cash and a number of the shares are sold to cover the exercise price, broker's fees and withholding taxes. The remaining shares will be provided to you. When you exercise the new option, you will be subject to income tax on the difference (or spread) between the fair market value of the shares on the date of exercise and the exercise price. The spread for tax purposes will be treated as additional salary or wages from your employer.
Option Exchange. You will not be subject to tax as a result of the exchange of an eligible outstanding option for a new option. GRANT OF NEW OPTION You will not be subject to tax when the new option is granted to you. EXERCISE OF NEW OPTION When you exercise the new option, you will not be subject to tax or social insurance contributions.
