Stock Options and Other Stock-Based Awards. (i) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under the employee and director stock plans of the Company (the “Company Stock Plans”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be amended and converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option (giving effect to any terms and conditions resulting from the Transactions), the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Company Common Stock subject to such Company Stock Option and the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing the aggregate exercise price for the shares of Company Common Stock subject to such Company Stock Option by the Exchange Ratio (each, as so adjusted, an “Adjusted Option”). The adjustments provided in this Section 5.7(a)(i) with respect to any Company Stock Option to which Section 409A or 421(a) of the Code applies shall be and are intended to be effected in a manner which is consistent with Section 409A and 424(a) of the Code, respectively. As soon as practicable following the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Adjusted Options, which shall provide, among other things, that such Adjusted Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.7(a)(i) after giving effect to the Merger and giving effect to any terms and conditions resulting from the Transactions).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
Stock Options and Other Stock-Based Awards. (ia) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under the employee and director stock plans As of the Company (the “Company Stock Plans”)Acceptance Time, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as by virtue of the Effective Time, automatically consummation of the Offer and without any action on the part of the holder holders thereof, each option to purchase shares of Company Common Stock granted to employees or directors of the Company or any of its Subsidiaries under any Company Benefit Plan that is outstanding immediately prior to the Acceptance Time, whether vested or unvested (collectively, the “ Company Options ”) shall be amended cancelled and converted into an option the right of the holder thereof to acquire, on the same terms and conditions as were applicable under such Company Stock Option (giving effect to any terms and conditions resulting receive from the Transactions)Parent, and Parent shall pay or cause to be paid to each such holder of Company Options, at the number of shares of Parent Common Stock (rounded down Acceptance Time, a lump sum cash payment equal to the nearest whole share) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acceptance Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock of such Company Option immediately prior to the Acceptance Time, provided that if any holder of a Company Option notifies the Company, in writing, at least 10 business days prior to the Acceptance Time of his or her irrevocable election to have such Company Options assumed by Parent as of the Acceptance Time, each such Company Option held by such person shall be converted into an option (an “ Adjusted Option ”) to purchase, on the same terms and conditions as applied to each such Company Option immediately prior to the Acceptance Time, the number of whole shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) that is equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acceptance Time multiplied by the Incentive Award Exchange RatioRatio (rounded down to the nearest whole share), at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing the aggregate exercise price for the shares of each such share of Company Common Stock subject to such Company Stock Option immediately prior to the Acceptance Time divided by the Incentive Award Exchange Ratio. For purposes of this Agreement, the “ Incentive Award Exchange Ratio ” shall be the quotient of (eachx) divided by (y), as so adjusted, an “Adjusted Option”). The adjustments provided in this Section 5.7(a)(iwhere (x) with respect to any Company Stock Option to which Section 409A or 421(a) is the per share closing price of the Code applies shall be and are intended to be effected in Company Common Stock at the Acceptance Time (or, if such date is not a manner which is consistent with Section 409A and 424(atrading day, the trading day immediately preceding the Acceptance Time) of the Code, respectively. As soon as practicable following the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Adjusted Options, which shall provide, among other things, that such Adjusted Options and agreements have been assumed by Parent and shall continue in effect on the same terms NYSE and conditions (subject to y) is the adjustments required by this Section 5.7(a)(iper share closing price of Parent Common Stock at the Acceptance Time (or, if such date is not a trading day, the trading day immediately preceding the Acceptance Time) after giving effect to on the Merger and giving effect to any terms and conditions resulting from the Transactions)NYSE.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Stock Options and Other Stock-Based Awards. (ia) Each option to purchase shares of Company Common Stock (each, a “Company Stock Option”) granted under the employee and director stock plans As of the Company (the “Company Stock Plans”)Acceptance Time, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as by virtue of the Effective Time, automatically consummation of the Offer and without any action on the part of the holder holders thereof, each option to purchase shares of Company Common Stock granted to employees or directors of the Company or any of its Subsidiaries under any Company Benefit Plan that is outstanding immediately prior to the Acceptance Time, whether vested or unvested (collectively, the “Company Options”) shall be amended cancelled and converted into an option the right of the holder thereof to acquire, on the same terms and conditions as were applicable under such Company Stock Option (giving effect to any terms and conditions resulting receive from the Transactions)Parent, and Parent shall pay or cause to be paid to each such holder of Company Options, at the number of shares of Parent Common Stock (rounded down Acceptance Time, a lump sum cash payment equal to the nearest whole share) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acceptance Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock of such Company Option immediately prior to the Acceptance Time, provided that if any holder of a Company Option notifies the Company, in writing, at least 10 business days prior to the Acceptance Time of his or her irrevocable election to have such Company Options assumed by Parent as of the Acceptance Time, each such Company Option held by such person shall be converted into an option (an “ Adjusted Option”) to purchase, on the same terms and conditions as applied to each such Company Option immediately prior to the Acceptance Time, the number of whole shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) that is equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acceptance Time multiplied by the Incentive Award Exchange RatioRatio (rounded down to the nearest whole share), at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing the aggregate exercise price for the shares of each such share of Company Common Stock subject to such Company Stock Option immediately prior to the Acceptance Time divided by the Incentive Award Exchange Ratio Ratio. For purposes of this Agreement, the “ Incentive Award Exchange Ratio” shall be the quotient of (eachx) divided by (y), as so adjusted, an “Adjusted Option”). The adjustments provided in this Section 5.7(a)(iwhere (x) with respect to any Company Stock Option to which Section 409A or 421(a) is the per share closing price of the Code applies shall be and are intended to be effected in Company Common Stock at the Acceptance Time (or, if such date is not a manner which is consistent with Section 409A and 424(atrading day, the trading day immediately preceding the Acceptance Time) of the Code, respectively. As soon as practicable following the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Adjusted Options, which shall provide, among other things, that such Adjusted Options and agreements have been assumed by Parent and shall continue in effect on the same terms NYSE and conditions (subject to y) is the adjustments required by this Section 5.7(a)(iper share closing price of Parent Common Stock at the Acceptance Time (or, if such date is not a trading day, the trading day immediately preceding the Acceptance Time) after giving effect to on the Merger and giving effect to any terms and conditions resulting from the Transactions)NYSE.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
