Common use of Treatment of Stock Options Clause in Contracts

Treatment of Stock Options. (a) Prior to the Effective Time, Cardinal Health and ALARIS shall take all actions as may be necessary to cause (i) each unexpired and unexercised outstanding option granted or issued under ALARIS stock option plans in effect on the date of this Agreement and listed on Section 5.15(b) to the ALARIS Disclosure Schedule (as defined in Section 5.1) that remains outstanding and unexercised as of the Effective Time (each, an “ALARIS Option”) to be automatically converted at the Effective Time into a vested option (a “Cardinal Health Exchange Option”) to purchase that number of common shares, without par value, of Cardinal Health (“Cardinal Health Common Shares”), equal to the number of shares of ALARIS Common Stock subject to the ALARIS Option immediately prior to the Effective Time multiplied by the ratio of the Merger Consideration over the average closing price of Cardinal Health common stock on the last five trading days immediately prior to the Effective Time (such ratio, the “Conversion Ratio”) (and rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share that existed under the corresponding ALARIS Option divided by the Conversion Ratio (and rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of the ALARIS Option immediately before the Effective Time; provided that, to the extent practicable, with respect to any ALARIS Option that is an “incentive stock option” (within the meaning of Section 422 of the Code), the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code, and (ii) no further issuances of ALARIS Common Stock, following the Effective Time, with respect to any ALARIS Option or other equity-based award. In connection with the issuance of Cardinal Health Exchange Options, Cardinal Health shall (i) reserve for issuance the number of Cardinal Health Common Shares that will become subject to Cardinal Health Exchange Options pursuant to this Section 3.3, and (ii) from and after the Effective Time, upon exercise of Cardinal Health Exchange Options, make available for issuance all Cardinal Health Common Shares covered thereby, subject to the terms and conditions applicable thereto and to Applicable Laws. Notwithstanding any other provision of this Agreement, following the Appointment Time, ALARIS may take action with respect to any ALARIS Option to provide for payment to the holder of such ALARIS Option, the excess of the Merger Consideration less the exercise price for such ALARIS Option times the number of shares of ALARIS Common Stock represented by such ALARIS Option and taking into account any withholding of taxes. To the extent reasonably requested by ALARIS in writing, Cardinal Health will advance funds necessary to finance ALARIS’ obligation with respect to the foregoing sentence.

Treatment of Stock Options. (a) Prior The Company’s Disclosure Letter sets forth each option to the Effective Time, Cardinal Health and ALARIS shall take all actions as may be necessary to cause (i) each unexpired and unexercised outstanding option granted or issued under ALARIS stock option plans in effect on the date acquire shares of this Agreement and listed on Section 5.15(b) to the ALARIS Disclosure Schedule (as defined in Section 5.1) Company Common Stock that remains is outstanding and unexercised as of the Effective Time date hereof (eachcollectively, an a “ALARIS Company Stock Option”) pursuant to be automatically converted at the Company Equity Plans. As of the Effective Time into a vested option (a “Cardinal Health Exchange Option”) to purchase that number of common sharesTime, without par value, of Cardinal Health (“Cardinal Health Common Shares”), equal to the number of shares of ALARIS Common all Company Stock subject to the ALARIS Option Options outstanding and unexercised immediately prior to the Effective Time multiplied shall, by the ratio virtue of the Merger Consideration over the average closing price of Cardinal Health common stock Merger, automatically and without any action on the last five trading days immediately prior part of the holder thereof, become fully vested and be converted into an option to purchase Purchaser Common Stock (a “Converted Stock Option”), on the same terms and conditions as were applicable under such Company Stock Option. The number of shares of Purchaser Common Stock subject to each such Converted Stock Option will be equal to the Effective Time product (such ratio, the “Conversion Ratio”) (and rounded down to the nearest whole share)number) obtained by multiplying (i) the number of shares of Company Common Stock subject to the applicable Company Stock Option by (ii) the Exchange Ratio, with an and the exercise price per share of Purchaser Common Stock subject to each Converted Stock Option will be equal to the quotient obtained by dividing (x) the exercise price per share that existed under Company Stock Option by (y) the corresponding ALARIS Option divided by the Conversion Exchange Ratio (and rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of the ALARIS Option immediately before the Effective Time; . The adjustment provided that, to the extent practicable, herein with respect to any ALARIS Option that is an Company Stock Options which are “incentive stock optionoptions” (within the meaning of as defined in Section 422 of the Code), the foregoing conversion IRC) shall be carried out and is intended to be effected in a manner satisfying the requirements of that is consistent with Section 424(a) of the CodeIRC. Except as provided above, and (ii) no further issuances of ALARIS Common Stock, following the Effective Time, with respect to any ALARIS Option or other equity-based award. In connection with the issuance of Cardinal Health Exchange Options, Cardinal Health shall (i) reserve for issuance the number of Cardinal Health Common Shares that will become subject to Cardinal Health Exchange Options pursuant to this Section 3.3, and (ii) from and after the Effective Time, upon exercise of Cardinal Health Exchange Options, make available for issuance all Cardinal Health Common Shares covered thereby, subject the Converted Stock Option shall continue to be governed by the same terms and conditions as were applicable thereto under the Company Equity Plans and to Applicable Lawsany award agreement. Notwithstanding any other provision of this Agreement, following At all times after the Appointment Effective Time, ALARIS may take action with respect to any ALARIS Option to provide Purchaser shall reserve for payment to the holder of issuance such ALARIS Option, the excess of the Merger Consideration less the exercise price for such ALARIS Option times the number of shares of ALARIS Purchaser Common Stock represented as necessary so as to permit the exercise of Converted Stock Options in the manner contemplated by this Agreement and in the instruments pursuant to which such ALARIS Option options were granted. Shares of Purchaser Common Stock issuable upon exercise of Converted Stock Options shall be covered by an effective registration statement on Form S-8 (or other applicable form), and taking into account any withholding Purchaser shall file a registration statement on Form S-8 (or other applicable form) covering such shares as soon as practicable after the Effective Time, but in no event later than ten (10) Business Days thereafter, and shall use reasonable commercial efforts to maintain the effectiveness of taxes. To the extent reasonably requested by ALARIS in writing, Cardinal Health will advance funds necessary to finance ALARIS’ obligation with respect to the foregoing sentencesuch registration statement for so long as such Converted Stock Options remain outstanding.

Treatment of Stock Options. (a) Prior to the Effective Time, Cardinal Health USF and ALARIS Culligan shall take all such actions as may be necessary to cause (i) each unexpired and unexercised outstanding option granted or issued under ALARIS stock option plans of Culligan in effect on the date hereof which has been granted to current or former directors, officers or employees of this Agreement and listed on Section 5.15(b) Culligan by Culligan (or which has been granted by Culligan prior to the ALARIS Disclosure Schedule (as defined in Section 5.1) that remains outstanding and unexercised as of the Effective Time pursuant to agreements in compliance with the terms of this Agreement) (each, an “ALARIS a "Culligan Option”") to be automatically converted at the Effective Time into a vested an option (a “Cardinal Health "USF Exchange Option”") to purchase that number of common shares, without par value, Shares of Cardinal Health (“Cardinal Health USF Common Shares”), Stock equal to the number of shares of ALARIS Culligan Common Stock subject to the ALARIS Option issuable immediately prior to the Effective Time upon exercise of the Culligan Option (without regard to actual restrictions on exercisability) multiplied by the ratio of the Merger Consideration over the average closing price of Cardinal Health common stock on the last five trading days immediately prior to the Effective Time (such ratio, the “Conversion Exchange Ratio”) (and rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share that which existed under the corresponding ALARIS Culligan Option divided by the Conversion Ratio (and rounded up to the nearest whole cent)Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of the ALARIS such Culligan Option immediately before the Effective Time; provided that, to the extent practicable, that with respect to any ALARIS Culligan Option that is an “"incentive stock option” (" within the meaning of Section 422 of the Code), the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code, and (ii) no further issuances of ALARIS Common Stock, following the Effective Time, with respect to any ALARIS Option or other equity-based award. In connection with the issuance of Cardinal Health USF Exchange Options, Cardinal Health USF shall (i) reserve for issuance the number of Cardinal Health Shares of USF Common Shares Stock that will become subject to Cardinal Health USF Exchange Options pursuant to this Section 3.3, 2.4 and (ii) from and after the Effective Time, upon exercise of Cardinal Health USF Exchange Options, make available for issuance all Cardinal Health Shares of USF Common Shares Stock covered thereby, subject to the terms and conditions applicable thereto and to Applicable Laws. Notwithstanding any other provision of this Agreement, following the Appointment Time, ALARIS may take action with respect to any ALARIS Option to provide for payment to the holder of such ALARIS Option, the excess of the Merger Consideration less the exercise price for such ALARIS Option times the number of shares of ALARIS Common Stock represented by such ALARIS Option and taking into account any withholding of taxes. To the extent reasonably requested by ALARIS in writing, Cardinal Health will advance funds necessary to finance ALARIS’ obligation with respect to the foregoing sentencethereto.

Treatment of Stock Options. (a) Prior to the Effective Time, Cardinal Health and ALARIS BLP shall take all actions as may be necessary to cause (i) each unexpired and unexercised outstanding option granted or issued under ALARIS BLP stock option plans in effect on the date of this Agreement and listed on Section 5.15(b) to the ALARIS Disclosure Schedule (as defined in Section 5.1) that remains outstanding and unexercised as of the Effective Time (each, an a “ALARIS BLP Option”) to be automatically converted at the Effective Time into a vested option (a “Cardinal Health Exchange Option”) to purchase that number of common shares, without par value, of Cardinal Health (“Cardinal Health Common Shares”), equal to the number of shares of ALARIS BLP Common Stock subject to the ALARIS BLP Option immediately prior to the Effective Time multiplied by the ratio of the Merger Consideration over the average closing price of Cardinal Health common stock on the last five trading days immediately prior to the Effective Time (such ratio, the “Conversion Ratio”) (and rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share that existed under the corresponding ALARIS BLP Option divided by the Conversion Ratio (and rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of the ALARIS BLP Option immediately before the Effective Time; provided that, to the extent practicable, with respect to any ALARIS BLP Option that is an “incentive stock option” (within the meaning of Section 422 of the Code), the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code, Code and (ii) no further issuances of ALARIS BLP Common Stock, following the Effective Time, with respect to any ALARIS BLP Option or other equity-based award. In connection with the issuance of Cardinal Health Exchange Options, Cardinal Health shall (i) reserve for issuance the number of Cardinal Health Common Shares that will become subject to Cardinal Health Exchange Options pursuant to this Section 3.3, and (ii) from and after the Effective Time, upon exercise of Cardinal Health Exchange Options, make available for issuance all Cardinal Health Common Shares covered thereby, subject to the terms and conditions applicable thereto and to Applicable Laws. Notwithstanding any other provision of this Agreement, following the Appointment Time, ALARIS may take action with respect to any ALARIS Option to provide for payment to the holder of such ALARIS Option, the excess of the Merger Consideration less the exercise price for such ALARIS Option times the number of shares of ALARIS Common Stock represented by such ALARIS Option and taking into account any withholding of taxes. To the extent reasonably requested by ALARIS in writing, Cardinal Health will advance funds necessary to finance ALARIS’ obligation with respect to the foregoing sentence.