Conversion of Company Stock Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be reasonably required to effect the following:
(a) Effective as of the Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquire a number of shares of Parent Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.05(a) (each such converted option, a “Rollover Option”). Each Rollover Option shall be subject to the same terms and conditions as were applicable to such corresponding Company Stock Option as of immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time: (i) each such Rollover Option shall be exercisable solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Rollover Option shall be determined by multiplying (A) the number of shares of Company Common Stock subject to the corresponding Company Stock Option as of immediately prior to the Effective Time by (B) the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of such Rollover Option shall be determined by dividing (A) the per share exercise price of the Company Stock Option as in effect as of immediately prior to the Effective Time, by (B) the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent.
(b) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, in order to satisfy the requirements of Section 424(a) of the Code.
(c) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any actions which are reasonably necessary and sufficient to caus...
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. 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")):
(i) the number of shares of Purchaser common stock to be subject to the new options shall be equal to the product of the number of shares of Company common stock subject to the original option times the Per Share Consideration, provided that any fractional shares of Company common stock resulting from such multiplication shall be rounded down to the nearest share; and
(ii) the exercise price per share of Purchaser common stock under the new option shall be equal to the exercise price per share of Company common stock under the original option divided by the Per Share Consideration, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are "incentive stock options" as defined in Section 4.22 of the Internal Revenue Code of 1986, as amended (the "Code") shall be and is intended to be effected in a manner which is consistent with Section 4.24(a) of the Code, the duration and other terms of the new options shall be the same as the original option except that all references to Company shall be deemed to be references to Purchaser. The Purchaser's Common Stock covered by the new Purchaser options will be registered for resale by the holders of such options from the Effective Time.
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. 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. 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. The Company shall cause each of the Company Stock Options (whether vested or unvested) outstanding immediately prior to the Effective Time to be deemed exercised as to all vested options and cancelled as to any unvested options prior to or as of the Effective Time in a manner entitling each holder of the Company Stock Options to receive (as Merger Consideration hereunder) the amount set forth for each such holder in Schedule 2.5(c). Immediately prior to the Effective Time, the Company shall obtain any consents or agreements necessary to give effect to the transactions discussed in the foregoing sentence, including a release by each holder of Company Stock Options (including a release of any and all claims against or affecting the Company in respect of such Company Stock Options, other than the right to receive Merger Consideration in accordance with Section 2.5(c)) below, in form reasonably satisfactory to the Parent.
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.
