Conversion of Options. At the Effective Time, the managers of the Operating Company shall effect the following: (i) terminate the Unit Option Plan, effective immediately prior to the Effective Time, (ii) provide that each Unit Option to purchase Units granted under the Unit Option Plan that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable as of immediately prior to the Effective Time, and (iii) cancel, effective as of the Effective Time, each Unit Option pursuant to the terms of a unit option termination agreement (“Unit Option Termination Agreement”) in the form attached hereto as Exhibit C, and upon execution and delivery of the Letter of Transmittal and the Unit Option Termination Agreement, but subject to the terms and conditions of this Agreement, the holder thereof shall be entitled to receive an amount equal to (A) the sum of the Aggregate Consideration payable to the Securityholders pursuant to this Agreement on or after the Effective Time plus the aggregate of the exercise prices for all Unit Options, plus the RAGF Obligation, multiplied by (B) the Percentage Allocation applicable to the Unit Options held by such Securityholder, minus (C) the aggregate of all of the exercise prices of the Unit Options held by such Securityholder (the “Individual Option Consideration”, and, the aggregate amount payable to all Unit Holders under this Section 2.02(e) being the “Option Consideration”). Notwithstanding the foregoing, the execution of a Letter of Transmittal and a Unit Option Termination Agreement by every holder of Unit Options is not a condition to the Closing, as described in Article VIII, and neither the Target Companies nor their respective shareholders or members, as applicable, shall be deemed to have breached this Agreement as a result of such non-execution; provided that no holder of a Unit Option shall be paid its portion of the Option Consideration unless such holder first delivers an executed Letter of Transmittal and a Unit Option Termination Agreement. Any payment of the Option Consideration to a holder of Unit Options shall be subject to all holdbacks, escrows and reserves provided herein, and to any applicable federal, state and local tax withholding requirements.
Conversion of Options. Each stock option (other than the Seller Option) issued by the Seller to a third party pursuant to any stock option plan of the Seller (the "SELLER STOCK OPTION PLANS"), whether or not currently exercisable, which entitles such third party to purchase Seller Common Stock, and which is outstanding and unexercised immediately prior to the Effective Time, shall be converted into an option to purchase shares of Buyer Common Stock, and the Buyer shall assume each such option in accordance with the terms of the Seller Stock Option Plan under which it was granted and the stock option or other agreement by which it is evidenced, with the following terms:
Conversion of Options. All options to purchase Company Shares outstanding at the Closing of the Merger, as set forth in the attached Exhibit G (“Company Options”) will, by virtue of the Merger and without any action on the part of Shell, Company or the holders of the options, be assumed by Shell, and will become options to purchase Shell Shares (“Shell Options”) as part of the Conversion Ratio, on the same terms and conditions as those set forth in Exhibit G.
Conversion of Options. Subject to the terms, conditions and provisions of the Plan and those hereinafter set forth, each Pure Option to purchase that number of Pure Shares as set forth under "Original Grant Number" on Annex A has been converted into an option to purchase that number of shares of the common stock, par value $1.00 of Unocal ("Shares") as set forth under "Adjusted Grant Number" on Annex A (the "Options"), subject to any future adjustment in accordance with the provisions of Section 7 of this Agreement.
Conversion of Options. Each unexercised stock option under the O.A.K. Stock Option Plans outstanding at the Effective Time ("Unexercised Options") shall become, at the Effective Time, an option to purchase that number of shares of Chemical Common Stock equal to the number of shares of O.A.K. Common Stock subject to such Unexercised Option multiplied by the Merger Consideration, rounded to the nearest whole share.
Conversion of Options. Except as otherwise provided in paragraph 16(a) with respect to an Approved Sale (as defined in Section 16(a)), if the outstanding shares of Common Stock are converted into or exchanged for a different number or kind of shares or other securities or other consideration, your Options shall be exchanged for or otherwise converted into economically and otherwise substantively equivalent (as determined by the Board in its good faith discretion in accordance with the Plan) options to purchase shares of stock or other equity securities of any Successor Entity.
Conversion of Options. At the Effective Time, all of the FTS Options outstanding immediately prior to the Effective Time that are not FTS Cashout Options shall, automatically and without any required action on the part of any FTS Optionholder or beneficiary thereof, be assumed by Parent and each such FTS Option shall be fully vested and converted into an option to purchase shares of Parent Common Stock (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such FTS Option immediately before the Effective Time (including expiration date and exercise provisions), except that (i) each Converted Option shall be exercisable for that number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of FTS Common Shares subject to the FTS Option immediately before the Effective Time and (B) the Equity Award Exchange Ratio; and (ii) the per share exercise price for each share of Parent Common Stock issuable upon exercise of the Converted Option shall be equal to the exercise price per FTS Common Share of such FTS Option immediately before the Effective Time; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any FTS Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code.
Conversion of Options. All directors who have options outstanding under the 1989 Non-Employee Director Stock Option Plan shall have consented to the conversion of such options into a right to receive in respect thereof a cash payment on the basis set forth in Section 3.3.
Conversion of Options. At the Effective Time, all unexercised and unexpired options to purchase Company Common Stock (“Company Options”) then outstanding, under the 2004 Incentive Award Plan (the “Company Stock Option Plan”), whether or not then exercisable, will be assumed by Holdings and each Company Option so assumed by Holdings under this Agreement will be converted into an option to purchase an equal number of shares of Holdings Common Stock subject to, the same terms and conditions as set forth in the Company Stock Option Plan and any agreements thereunder immediately prior to the Effective Time (including, without limitation, the vesting schedule (without acceleration thereof by virtue of the Merger and the transactions contemplated hereby) and per share exercise price) in accordance with Treasury Regulation 1.424-1(a).
Conversion of Options. Under Section 3.3 of the ServiceMaster MSIP, if and to the extent necessary or appropriate to reflect any extraordinary dividend or other similar transaction affecting the ServiceMaster Common Stock (such as the distribution of TruGreen Common Stock to ServiceMaster Common Stock holders), the Board of Directors of Holdings (the “Board”) is authorized to proportionately adjust the number, class, exercise price or other terms of any outstanding ServiceMaster Awards, including ServiceMaster Options. On or before the date hereof, the Board has approved, and Holdings shall take or cause to be taken all actions necessary to cause, the following adjustments to be made to ServiceMaster Option as of the Distribution Date but subject to the occurrence of the Distribution as set forth in the Separation and Distribution Agreement: (i) each ServiceMaster Option held by a ServiceMaster Employee as of the Record Date shall be adjusted by dividing the number of shares of ServiceMaster Common Stock underlying such Option by the ServiceMaster Conversion Ratio and multiplying the per share exercise price of such ServiceMaster Option by the ServiceMaster Conversion Ratio, and (ii) each ServiceMaster Option held by a TruGreen Employee as of the Record Date shall be converted to a TruGreen Option, with the number of shares of TruGreen Common Stock underlying such TruGreen Option to be determined by dividing the number of shares of ServiceMaster Common Stock underlying the ServiceMaster Option by the TruGreen Conversion Ratio, and the per share exercise price of such TruGreen Option to be determined by multiplying the per share exercise price of the ServiceMaster Option by the TruGreen Conversion Ratio.
