Conversion of Company Stock Options. Each Company Stock Option (as defined in Section 2.03(a) hereof), issued and outstanding immediately prior to the Effective Time shall be converted into (as provided in and subject to the limitations set forth in this Article II) the right to receive from the Surviving Corporation the Option Consideration (as defined in Section 2.03(a) hereof) without interest thereon. As of the Effective Time, all such Company Stock Options shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such Company Stock Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration into which their Company Stock Options have been converted by the Merger as provided in this Section 2.01(e) and Section 2.03(a).
Conversion of Company Stock Options. Each Company Stock Option (as defined in Section 2.03(a) hereof), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive from the Surviving Corporation the Option Consideration (as defined in Section 2.03(a) hereof) without interest thereon. As of the Effective Time, all such Company Stock Options shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such Company Stock Option shall cease to have any rights with respect thereto, except the right to receive the cash into which their Company Stock Options have been converted by the Merger as provided in this Section 2.01(d) and Section 2.03(a).
Conversion of Company Stock Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
Conversion of Company Stock Options. The option holders listed on Schedule 1 attached hereto each hold outstanding stock options as of the date hereof, whether or not fully exercisable, to purchase shares of Company Common Stock (the "Company Stock Options") heretofore granted or assumed by Company pursuant to a stock option, stock purchase or similar plan adopted, assumed or maintained at any time by Company, any of its controlled affiliates or any of their respective predecessors in interest, including but not limited to the Xxxx Computer Corporation 1997 Stock Option Plan, as amended and in effect on the date hereof (collectively, the "Company Stock Option Plans"). The option exercise price, the number of shares subject to the option, any related stock appreciation rights, the dates of grant, vesting, exercisability and expiration of the option and whether the option is an incentive stock option or a non-qualified stock option with respect to each Company Stock Option are set forth in the respective stock option agreement between such option holder and Company. All rights under the Company Stock Options shall be treated as provided herein, and to the extent the terms of the Company Stock Option Plans and/or of any related agreements are inconsistent with the treatment to be accorded to the Company Stock Options as provided herein, then Company shall cause the Company Stock Option Plans and/or any related agreements with affected participants to be amended, and all required third party, governmental and regulatory body consents or approvals to such amendments to be procured, such that all such inconsistencies shall be eliminated by the Effective Time. Each Company Stock Option outstanding immediately prior to the Effective Time shall be converted at the Effective Time into an outstanding option to purchase Parent Common Stock ("Parent Stock Option"), so that (i) from and after the Effective Time, each such Company Stock Option may be exercised only for shares of Parent Common Stock notwithstanding any contrary provision of the Company Stock Option Plans or stock option agreements executed in connection therewith and (ii) each such Parent Stock Option shall at the Effective Time be, on substantially the same terms and conditions as were applicable to the Company Stock Option to which it relates, an option to purchase an equal number of shares of Parent Common Stock at an exercise price per share equal to the exercise price per share applicable to the Company Stock Option to which it relates;...
Conversion of Company Stock Options. Except the Stock Option Agreement and as described in Schedule 1.5 hereto, as of the date of this Agreement there are no validly issued and outstanding options to purchase shares of Company Stock, and no other options, rights, warrants, scrip or similar rights to purchase shares of Company Common Stock (collectively, the "Company Stock Options") are (or have been) issued and outstanding by the Company. Without any action by the holders thereof, each Company Stock Option which shall be outstanding at the Effective Time of the Merger shall thereafter be exercisable solely to purchase a number of shares of Purchaser Common Stock in the manner provided in the Merger Agreement.
Conversion of Company Stock Options. At the Effective Time, each option granted by the Company to purchase shares of Company common stock which is outstanding and unexercised immediately prior thereto shall be converted automatically into an option to purchase shares of Purchaser common stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company stock option plan (the "Company Stock Plan")):
Conversion of Company Stock Options. At the Effective Time, each outstanding option to purchase shares of Commonwealth Common Stock (a "Company Stock Option" or collectively, "Company Stock Options") that was (1) issued pursuant to the Plan, or (2) issued by Commonwealth's Board of Directors outside of the Plan, whether vested or unvested, shall be assumed by Commerce Energy in such a manner that it is converted into an option granted by Commerce Energy (each, a "Commerce Energy Option") to acquire, on substantially the same terms and subject to substantially the same conditions as were applicable under such Company Stock Option, the same number of shares of Commerce Energy Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time, at a price per share equal to (i) the aggregate exercise price for the shares of Commonwealth Common Stock otherwise purchasable pursuant to such Company Stock Option, divided by (ii) the number of shares of Commerce Energy Common Stock deemed purchasable pursuant to such Company Stock Option.
Conversion of Company Stock Options. As of the Effective Time, each outstanding unexpired and unexercised option to purchase shares of Company Common Stock described on Schedule 3.4 hereto (each a "Stock Option"), shall automatically be converted into an option (each a "New Option") to purchase a number of whole shares of Acquiror Common Stock equal to the number of shares of Company Common Stock that could have been purchased (assuming full vesting) under such Stock Option multiplied by the Exchange Ratio, at a price per share of Acquiror Common Stock equal to the per-share option exercise price specified in such Stock Option divided by the Exchange Ratio. Nothing in this Section 2.7 shall affect the vesting schedule in effect for each Stock Option as of the date hereof, and each New Option shall have the same vesting schedule as in effect for the corresponding Stock Option as of the date hereof.
Conversion of Company Stock Options. As of the Effective Time, each unexercised and unexpired option, whether or not vested, to purchase shares of Company Common Stock granted under any of the Company’s 1990 Employee Stock Option Plan, the Company’s 2000 Employee Stock Option Plan and/or the Company’s 1998 Director Stock Option Plan (collectively, the plans shall be referred to as the “Company Option Plans” and the stock options granted under the Company Option Plans shall be referred to as “Company Stock Options”), if any, by virtue of the Merger, shall be converted into and shall entitle the holder thereof to a right to receive, in consideration of the termination of such Company Stock Options, for each option to purchase a share of Company Common Stock an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price of such option, subject to Section 2.2(d) and (e) hereof (the “Option Termination Consideration”). The Company Option Plans shall terminate as of the Effective Time.
Conversion of Company Stock Options. Following the approval of the Reverse Split and the Flexible Stock Plan by the Acquiror Company’s stockholders, the Company Stock Options shall be automatically converted into options issued under the Flexible Stock Plan to acquire shares of the Acquiror Company Common Stock in an amount and at an exercise price, each as determined in the following sentence, and with the same vesting schedules applicable to such Company Stock Options (each, an “Substitute Option”). Each Substitute Option shall represent the right to acquire (i) a number of shares of the Acquiror Company Common Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of Company Common Stock subject to such Company Stock Option by (B) the Exchange Ratio (ii) at an exercise price per share of the Acquiror Company Common Stock (rounded up to the nearest whole cent) equal to (A) the per share exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (B) the Exchange Ratio; provided that (1) in all cases, the exercise price of, and number of shares subject to, each Substitute Option shall be determined as necessary to comply with Section 409A of the Code, and (2) for any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code.
