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 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.

Treatment of Stock Options. (a) Prior to At 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 purchase PAHC Common Stock not exercised prior to the Effective Time (each, a "Converted Option"), whether vested or unvested, shall automatically be converted into an “ALARIS Option”) to be automatically converted at the Effective Time into a vested option (a “Cardinal Health Exchange "Replacement Option”") to purchase that number acquire, on the same terms and conditions as were applicable under the terms of common shares, without par value, of Cardinal Health such Converted Option and any option plan under which such Converted Option was issued (“Cardinal Health Common Shares”or as near thereto as is practicable), equal to the a number of shares of ALARIS NBTB Common Stock subject equal 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)number of shares) (a) the number of shares of PAHC Common Stock subject to such Converted Option as of the Effective Time multiplied by (b) the Exchange Ratio, with at 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 down to the nearest whole cent)) equal to (x) the aggregate exercise price under such Converted Option for all of the shares of PAHC Common Stock subject to such Converted Option at the Effective Time divided by (y) the number of shares of NBTB Common Stock subject to such Replacement Option. Notwithstanding the foregoing, in the case of each Converted Option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code, the terms of the Replacement Option into which such Converted Option is converted, including the option price, the number of shares of NBTB Common Stock purchasable pursuant to such option, 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 exercise of Section 422 of the Code), the foregoing conversion such option shall be carried out in a manner satisfying the requirements of Section determined so as to comply with section 424(a) of the Code, and (ii) no further issuances of ALARIS Common Stock, following . At or prior to 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.PAHC shall

Treatment of Stock Options. (a) Prior to the Effective Time, Cardinal Health -------------------------- Parent and ALARIS AmeriSource 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 AmeriSource 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) AmeriSource by AmeriSource (or which has been granted by AmeriSource prior to the ALARIS Disclosure Schedule (as defined in Section 5.1) that remains outstanding and unexercised as of the Effective Time in compliance with the terms of this Agreement) (each, an “ALARIS a "AmeriSource Option”") to be automatically converted at the Effective Time into a vested an option (a “Cardinal Health "Parent Exchange Option”") to purchase that number of common shares, without par value, shares of Cardinal Health (“Cardinal Health Parent Common Shares”), Stock equal to the number of shares of ALARIS AmeriSource Common Stock subject to the ALARIS Option issuable immediately prior to the Effective Time upon exercise of the AmeriSource 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 AmeriSource 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 AmeriSource 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 Parent Exchange Options, Cardinal Health Parent shall (i) reserve for issuance the number of Cardinal Health shares of Parent Common Shares Stock that will become subject to Cardinal Health Parent Exchange Options pursuant to this Section 3.3, 2.4 and (ii) from and after the Effective Time, upon exercise of Cardinal Health Parent Exchange Options, make available for issuance all Cardinal Health shares of Parent 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 At the Effective Time, Cardinal Health and ALARIS each Converted Option, whether vested or unvested, shall take all actions as may automatically 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 (Replacement Option for 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 NBT Common Stock subject equal 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)number of shares) (a) the number of shares of CNB Common Stock subject to such Converted Option as of the Effective Time multiplied by (b) the Exchange Ratio, with at 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 down to the nearest whole cent)) equal to (x) the aggregate exercise price under such Converted Option for all of the shares of CNB Common Stock subject to such Converted Option at the Effective Time divided by (y) the number of shares of NBT Common Stock subject to such Replacement Option. Notwithstanding the foregoing, in the case of each Converted Option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code, the terms of the Replacement Option into which such Converted Option is converted, including the option price, the number of shares of NBT Common Stock purchasable pursuant to such option, 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 exercise of Section 422 of the Code), the foregoing conversion such option shall be carried out in a manner satisfying the requirements of Section determined so as to comply with section 424(a) of the Code, and (ii) no further issuances of ALARIS Common Stock, following . At the Effective Time, NBT shall assume stock plans under which Converted Options have been issued; provided, that such assumption shall only be in respect of the Replacement Options and that NBT shall have no obligation with respect to any ALARIS Option awards under such plans other than the Replacement Options and shall have no obligation to make any additional grants 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 awards under 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 sentenceassumed plans.