Common use of Rollover Options Clause in Contracts

Rollover Options. At the Effective Time, each option (and any stock appreciation right associated therewith) to purchase a share of Company Common Stock other than a Cash-Out Option (a “Rollover Option,” collectively, the “Rollover Options” and, together with the Cash-Out Options, the “Options”) outstanding and unexercised as of the Effective Time granted pursuant to the Company Stock Option Plans , whether or not vested or exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to acquire a number of common shares of Parent (“Parent Common Shares”), at a per share exercise price, as provided below (a “Converted Option”): (A) the number of Parent Common Shares to be subject to the Converted Option shall be equal to the product of (x) the number of shares of Company Common Stock subject to the Option multiplied by (y) the Exchange Ratio (as defined below), provided that any fractional Parent Common Shares resulting from such multiplication shall be rounded down to the nearest whole share; and (B) the exercise price per Parent Common Share under the Converted Option shall be equal to (x) the exercise price per share of Company Common Stock under the Option divided by (y) the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent.