Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by Magna under the Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Common Stock, and UPC shall assume each Magna Option, in accordance with the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each such Magna Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.5, each Magna Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.
Conversion of Stock Options. (a) At the Effective Time, each Stock Option then outstanding (and which by its terms does not lapse on or before the Effective Time), whether or not then exercisable, shall be converted into and become rights with respect to BB&T Common Stock, and BB&T shall assume each Stock Option in accordance with the terms of the Stock Option Plans, subject to the following provisions from and after the Effective Time: (i) BB&T and its Compensation Committee shall be substituted for FloridaFirst and the Committee under the Stock Option Plans with respect to administering the Stock Option Plans, (ii) each Stock Option assumed by BB&T may be exercised solely for shares of BB&T Common Stock, (iii) the number of shares of BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of FloridaFirst Common Stock subject to such Stock Option immediately prior to the Effective Time 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 cent. Notwithstanding the foregoing, BB&T may at its election substitute as of the Effective Time options under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options; and (C) the substituted options shall continue in effect on the same terms and conditions as provided in the stock option agreements governing each Stock Option and in the Stock Option Plans. Each grant of a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3 shall, as a condition to such conversion or substitution, be approved in accordance with the provisions of Rule 16b-3. Each Stock 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 to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension, or renewa...
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. 4 ARTICLE 4 -
Conversion of Stock Options. (a) At the Effective Time, all rights with respect to PBI Common Stock pursuant to stock options ("PBI Options") granted by PBI under the PBI Option Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to NCBC Common Stock, and NCBC shall assume each PBI Option, in accordance with the terms of the PBI Option Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each PBI Option assumed by NCBC may be exercised solely for shares of NCBC Common Stock, (ii) the number of shares of NCBC Common Stock subject to such PBI Option shall be equal to the number of shares of PBI Common Stock subject to such PBI Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such PBI Option shall be adjusted by dividing the per share exercise price under each such PBI Option by the Exchange Ratio and rounding down to the nearest cent. PBI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 2.2. Notwithstanding the foregoing, each stock option which is an "incentive stock option" under the PBI Option Plan shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder so as to continue as an incentive stock option under Section 424 of the Code and so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code.
Conversion of Stock Options. (a) On the Effective Date, all rights with respect to Bank Common Stock pursuant to stock options (“Bank Options”) granted by the Bank under the Bank’s 1999 Stock Option Plan (the “Bank Stock Option Plan”) which are outstanding on the Effective Date, whether or not they are exercisable, shall be converted into and become rights with respect to Holding Company Common Stock, and the Holding Company shall assume each Bank Option in accordance with the terms of the Bank Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced.
Conversion of Stock Options. 5 3.5 Anti-Dilution Provisions..........................................................................6 3.6 Withholding.......................................................................................6
Conversion of Stock Options. At the Effective Time, by virtue of the Merger and without any further action on the part of the Acquiror, Sub, the Company or any holder of any shares of Company Common Stock (the “Shares”) or any shares of capital stock of Sub or any option to acquire Shares:
Conversion of Stock Options. BBI agrees to use its best efforts and to exercise all of its discretionary powers, as well as to cause the "Committee" under its 1994 Stock Option Plan, to prevent the exercise of any stock options outstanding on or after the date of this Agreement (other than incentive stock options described in Section 422 of the IRC) and to cash out all unexercised outstanding stock options pursuant to Section 13(b) of the 1994 Stock Option Plan no later than the Effective Date. On the Effective Date, all rights with respect to BBI Common Stock pursuant to stock options ("BBI Options") granted by BBI in compliance herewith under a BBI stock option plan which are outstanding on the Effective Date, whether or not they are exercisable, shall be exchanged for cash paid by BBI on the Effective Date in an amount by which the applicable Cash Consideration per share of BBI Common Stock (determined in accordance with Section 2.1) exceeds the BBI Option exercise price.
Conversion of Stock Options. (a) On the Effective Date, all CNB Options governed by Section 2.9(i), whether or not they are exercisable, shall be converted into and become rights with respect to FNB Common Stock, and FNB shall assume each CNB Option in accordance with the terms of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From the Effective Date forward, (i) each CNB Option assumed by FNB may be excised solely for shares of FNB Common Stock, (ii) the number of shares of FNB Common Stock subject to each CNB Option shall be equal to the number of shares of CNB Common Stock subject to such option immediately prior to the Effective Date multiplied by the Exchange Ratio and (iii) the per share exercise price under each such CNB Option shall be adjusted by dividing the per share exercise price under each such option by the Exchange Ratio and rounding down to the nearest cent; provided, however, that the terms of each CNB Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction after the Effective Date. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 425 of the Code, as to any stock option which is an "incentive stock option."
