definiens: of Parent within the meaning of Form S-8, that is outstanding and unexercised, whethervested or unvested, immediately prior to the First Effective Time ( each, an ) shall cease to represent a rightto acquire shares of Company Common Stock and shall be assumed by Parent and converted automatically into a Parent Option on thesame terms and conditions ( including applicable vesting, exercise and expiration provisions ) as applied to such Assumed CompanyOption immediately prior to the First Effective Time, except that : ( i ) the number of shares of Parent Class A Common Stock subject toeach Assumed Company Option shall be determined by multiplying : ( A ) the number of shares of Company Common Stock subject tosuch Assumed Company Option immediately prior to the First Effective Time ; by ( B ) the Option Exchange Ratio, and rounding suchproduct down to the nearest whole share ; ( ii ) the per share exercise price of each Assumed Company Option shall be determined bydividing : ( A ) the per share exercise price of the Assumed Company Option immediately prior to the First Effective Time ; by ( B ) theOption Exchange Ratio, and rounding such quotient up to the nearest whole cent, and ( iii ) the Assumed Company Option shall becomefully vested immediately upon the First Effective Time