Outstanding Company Option definition

Outstanding Company Option has the meaning set forth in Section 1.8(a).
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Outstanding Company Option is defined in Section 1.7(a) of the Agreement.
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Examples of Outstanding Company Option in a sentence

  • In consideration for such cancellation, the Parent shall, with respect to each Outstanding Company Option, pay to the holder thereof an amount equal to the excess (if any) of (a) the Cash Consideration over (b) price at which the holder may acquire a share of Company Common Stock upon exercise of such Outstanding Company Option (the "Option Cashout Payment").

  • The Company shall take such action as is necessary or appropriate under the terms of Company's Option Plans to convert each Outstanding Company Option, as of the Effective Time, into the right to receive an Option Cashout Payment upon the terms and conditions set forth herein.

  • The Parent shall make such payment as soon as practicable following the Effective Time or, if later in the case of any holder of an Outstanding Company Option, the date on which such holder delivers to the Parent his written acceptance of an Option Cashout Payment as full and complete consideration for the cancellation of each Outstanding Company Option held by him.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Company Stock Option shall be cancelled and converted into the right to receive, for each Deemed Outstanding Company Option Share, the Cash Consideration and the Stock Consideration.

  • As soon as practicable after the Effective Time and upon surrender to the Equityholders’ Representative of each agreement representing an Outstanding Company Option, the Equityholders’ Representative shall pay out, with respect to each share of Company Common Stock subject to each Outstanding Company Option, an amount equal to the difference between the Initial Per Share Amount, if any, and the exercise price for each share of Company Common Stock subject thereto.

  • No payment shall be made pursuant to Section 1.09(a) with respect to any portion of a Outstanding Company Option that is converted into a Parent Option as aforesaid.

  • Any holder of an Outstanding Company Option not included in Section 1.09(b) may request a conversion identical to that described in Section 1.09(b); provided, however, that the Parent may, in its sole and absolute discretion, determine whether to accept or deny such request.

  • Each holder of an Outstanding Company Option cancelled as provided in this Section 1.7(a) shall cease to have any rights with respect thereto, except the right to receive the Option Merger Consideration (if any) specified in this Section 1.7(a).

  • Promptly following the date of this Agreement, and in any event prior to the Effective Time, the Company Board shall adopt appropriate resolutions and take all other actions as may be required to provide that each Outstanding Company Option will by virtue of the Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of the Effective Time and no consideration shall be paid therefor.

  • If the Parent denies such request, the holder of the Outstanding Company Option shall be subject to Section 1.09(a).

Related to Outstanding Company Option

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.

  • Company Options means options to purchase shares of Company Common Stock.

  • Outstanding Shares means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

  • Company RSU means any restricted stock unit granted under any Company Stock Plan.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Outstanding when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Outstanding Loan Balance means the principal amount of your full-time Direct Loans outstanding at any time, including any Canada Student Grant amount(s) converted to a Direct Loan, together with all interest on those amounts.

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Outstanding Voting Securities of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Company Warrants means warrants to purchase shares of Company Common Stock.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Outstanding Credit Exposure means, as to any Bank at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations at such time.