Common use of Conversion of Stock Options Clause in Contracts

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not exercisable, shall be converted into and become rights with respect to PSS Common Stock, and PSS shall assume each Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseOption then outstanding, whether or not then exercisable, shall be converted into and become rights with respect to PSS SNC Common Stock, and PSS SNC shall assume each Stock Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement agreement, or other agreement, by which it is evidenced, except that from and after the Effective Time, Time (i) PSS SNC and its Compensation Committee shall be substituted for GSMS UCB and the Committee of GSMSUCB's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS SNC may be exercised solely for shares of PSS SNC Common Stock, (iii) the number of shares of PSS SNC Common Stock subject to such Stock Option shall be equal to the number of whole shares of SNC (rounded down to the nearest whole omitting any fractional share) determined by multiplying the number of GSMS shares of UCB Common Stock subject to such Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a2.10(a), each Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. SNC and UCB agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.10.