Stock-Based Awards. Each valid option to purchase shares of Sunshine common stock (each, a “Sunshine Stock Option”), outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become fully vested and be converted into an option to purchase that number of shares of CenterState common stock as shall equal the product obtained by multiplying the Merger Consideration (the “Option Exchange Ratio”) by that number of shares of Sunshine common stock which such option entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the Sunshine Stock Option by the Option Exchange Ratio (rounded to the nearest cent); provided, however, that if the Merger Consideration is modified as a result of the application of Section 3, then the Option Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration. At the Effective Time, each share of Sunshine restricted stock outstanding immediately prior thereto shall vest in full and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Sunshine common stock for purposes of this Plan of Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
Stock-Based Awards. (a) Each valid option to purchase shares of Sunshine common stock Common Stock (each, a “Sunshine Stock Option”), outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become fully vested and be converted into an option to purchase that number of shares of CenterState common stock Common Stock as shall equal the product obtained by multiplying the Merger Consideration (the “Option Exchange Ratio”) by that number of shares of Sunshine common stock Common Stock which such option entitled the holder thereof to purchase (rounded to the nearest whole share), and at an exercise price equal to the quotient obtained by dividing the exercise price per share of the Sunshine Stock Option by the Option Exchange Ratio (rounded to the nearest cent); provided, provided however, that if in the event that the Merger Consideration is modified as a result of the application of Section 32.09, then the Option Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration. At Except with respect to the Effective Timeadjustment described in the preceding sentence, each share of Sunshine restricted stock outstanding immediately prior thereto Stock Option shall vest remain in full effect in accordance with its terms, including with respect to vesting and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Sunshine common stock for purposes of this Plan of Mergertermination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
