Conversion of Company Stock Options. Each Company Stock Option (as defined in Section 2.4(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 2.4(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 2.1(d) and Section 2.4(a) hereof.
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. At the Effective Time, all ----------------------------------- outstanding options and other rights to acquire shares granted to employees under any stock option or purchase plan, program or similar arrangement (each, as amended, an "Option Plan" and, such options and other rights, "Stock ----------- ----- Options") of the Company, and with respect to employees and non-employees, all outstanding warrants to purchase Company Shares (the "Warrants"), whether or not such Stock Options or Warrants are then exercisable --------- or vested, will be assumed by SmarTalk and converted into warrants or options to purchase SmarTalk Common Stock from SmarTalk and shall be exercisable upon the same terms and conditions as under the applicable Warrant or Option Plan and option agreement issued thereunder, except that (i) each such Stock Option or Warrant shall be exercisable for that whole number of shares of SmarTalk Common Stock (to the nearest share) into which the number of Company Shares subject to such Stock Option or Warrant immediately prior to the Effective Time (the "Company Option Shares" or "Company Warrant Shares", respectively) would be --------------------- ---------------------- converted under Section 3.1 (the "SmarTalk Option Shares" or "SmarTalk Warrant ---------------------- ---------------- Shares", respectively), and (ii) the exercise price per share of SmarTalk Common ------ Stock shall be an amount equal to the product of (A) the exercise price per Company Share of such Stock Option or Warrant in effect immediately prior to the Effective Time and (B) a fraction the numerator of which is the number of Company Option Shares or Company Warrant Shares, as the case may be, and the denominator of which is the number of SmarTalk Option Shares or SmarTalk Warrant Shares, as the case may be. No payment shall be made for fractional interests.
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. 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.
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. In addition to the New Options, promptly after the Effective Time, Acquiror shall issue to certain holders of Stock Options such additional options to purchase shares of Acquiror Common Stock that, when added together with the New Options, shall equal options to acquire, in the aggregate, 67,738 shares of Acquiror Common Stock.
Conversion of Company Stock Options. Each outstanding Company Stock Option shall be converted to an option to purchase Parent Common Stock, as set forth in Section 4.9.
Conversion of Company Stock Options. Each outstanding Methodfive Option shall be converted into the right to acquire Xceed Stock and shall have the same terms and conditions to which such option was subject immediately prior to the Effective Time, except that each such option shall, upon conversion, be exercisable for the number of whole shares of Xceed Stock and at an exercise price determined: (i) with respect to the number of shares, by multiplying the number of shares of Company Stock subject to such option by the Conversion Ratio (as hereinafter defined); and (ii) with respect to the exercise price, by dividing the exercise price of the Methodfive Option prior to conversion by the Conversion Ratio (as hereinafter defined). The "Conversion Ratio" shall be equal to the quotient obtained by dividing the Price Per Share by the
