Common use of Mesa Stock Options Clause in Contracts

Mesa Stock Options. Subject to the terms hereof and, to the extent required by the terms of the Mesa Stock Options, the consent thereto of the holders of the Mesa Stock Options, Armada shall assume all outstanding Mesa Stock Options, vested and unvested, disclosed in Schedule 2.2(a) of the Mesa Disclosure Letter in connection with the transactions contemplated hereby. Not later than ten (10) days prior to the scheduled or anticipated Closing Date, Mesa shall send a notice to all holders of Mesa Stock Options, which notice shall notify such holders that Armada will be assuming all Mesa Stock Options following the Closing Date, or substituting new options therefor, pursuant to Armada’s Option Plan (a “Converted Option”). All holders of Mesa Stock Options shall be, subject to Section 2.6, entitled to receive a number of stock options pursuant to Armada’s Option Plan allowing the holder to purchase a number of shares of Armada Common Stock equal to the product of (i) 0.40 multiplied by (ii) the number of Mesa Stock Options currently held by such holder immediately prior to the Closing Date (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number) with the exercise price per share of the new option equal to the quotient of (y) the exercise price of the Mesa Stock Option divided by (z) 0.40 (rounded to the nearest whole cent, and with $0.005 rounded upward to the nearest whole cent). Such new stock option, to the extent permitted by applicable law and Armada’s Option Plan, shall have the same vesting schedule and other terms and conditions as such holder’s Mesa Stock Option.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Armada Oil, Inc.), Asset Purchase Agreement (Mesa Energy Holdings, Inc.)