Common use of Option Exchange Clause in Contracts

Option Exchange. Effective as of the Closing, each Exchange Option shall be cancelled in exchange for a New Option that shall (A) cover the number of shares determined by multiplying (i) the number of shares of Company Common Stock that were issuable upon exercise of such Exchange Option immediately prior to the Closing by (ii) the ratio of the Merger Consideration (as defined in the Merger Agreement) to average price per share paid (directly or indirectly) by ▇▇▇▇▇ Investment Associates VII, L.P. and KEP VI, LLC (collectively, “▇▇▇▇▇”) for a share of Common Stock of Holding at the Closing (rounded to the nearest whole share of Holding Common Stock) (the “Option Exchange Ratio”), and (B) have such per share exercise price equal to the quotient determined by dividing (i) the exercise price per share of Company Common Stock at which each Exchange Option was exercisable immediately prior to the Closing by (ii) the Option Exchange Ratio (rounded to the nearest whole cent). Each New Option shall be evidenced by a stock option agreement in the form attached as Exhibit B (the “Rollover Stock Option Agreement”).