Cancelled Company Option definition

Cancelled Company Option means any option or other right to acquire shares of Company Common Stock which (i) has been granted by the Company to any employee or director of the Company or any of its Subsidiaries, (ii) is outstanding immediately prior to, and remains unexercised as of, the Record Date, and (iii) will be cancelled pursuant to Section 2.10 of the Merger Agreement.
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Cancelled Company Option shall have the meaning set forth in Section 1.7(b).
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Cancelled Company Option means each option to purchase shares of Common Stock granted pursuant to the Company Stock Plans ("Company Options") that is outstanding immediately prior to the Effective Time and (i) is held by a person who is not an employee or a service provider of Parent or a Subsidiary of Parent immediately after the Effective Time as reasonably determined by Parent in its sole discretion, (ii) is vested and exercisable (after taking into account the effect of the accelerated vesting contained in clause (iv) or (v) of this Section 2.5 or any contract or arrangement providing for the accelerated vesting of outstanding options on or prior to the Effective Time) immediately prior to the Effective Time, including any Company Options that vest at the Effective Time, (iii) has an exercise price, immediately prior to the Effective Time, that is equal to or greater than the Merger Consideration, (iv) is subject to the laws of a non-U.S. jurisdiction and/or held by an employee of the Company or any of its Subsidiaries located in a non-U.S. jurisdiction and which Parent reasonably determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (A) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (B) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that are not assumed by Parent under this clause (iv) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time, or (v) is held by a non-employee member of the Company Board; provided, however, that any such Company Options that are not assumed by Parent under this clause (v) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Corporation or the holders of Cancelled Company Options, each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) ...
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Examples of Cancelled Company Option in a sentence

  • At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, except as otherwise required by applicable Legal Requirements, Parent shall assume each Company Option or portion of a Company Option that is not a Cancelled Company Option (an "Assumed Company Option").

  • From and after the Effective Time, any such Cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

  • Employee Stock Option Plan) had such holder exercised such Cancelled Company Option in full immediately prior to the Effective Time.

  • At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, except as otherwise required by applicable Legal Requirements, Parent shall assume each Company Option or portion of a Company Option that is not a Cancelled Company Option (an “Assumed Company Option”).

  • At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Offeror, the Company or the holders of options, except as otherwise required by applicable legal requirements, the Parent shall assume each option or portion of an option that is not a Cancelled Company Option (an "Assumed Company Option").


More Definitions of Cancelled Company Option

Cancelled Company Option. Section 2.5(a) "Certificate of Merger" Section 1.5 "Certificates" Section 2.2(b)
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Cancelled Company Option means a Company Option with a per share exercise price which exceeds the greater of (i) $40.00 or (ii) the closing sales price for a share of Company Common Stock (or the closing bid, if no sales were reported) as quoted on Nasdaq for the last market trading day immediately preceding the Effective Time, as reported in The Wall Street Journal.
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Cancelled Company Option means any Company Option of a Cancelling Options Holder which are cancelled prior to the Closing in accordance with Section 1.2.
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Cancelled Company Option has the meaning set forth in Section 3.4(a)(i).
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Related to Cancelled Company Option

  • 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.

  • Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.

  • 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.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of such time or will vest in connection with the consummation of the transactions contemplated hereby (whether at the Effective Time or otherwise).

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

  • Company RSU means each restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

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

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

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

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

  • Company Optionholders means the holders of Company Options.

  • Company Optionholder means a holder of Company Options.

  • 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 Stock Plans has the meaning set forth in Section 4.5(a).

  • Parent Option means an option to purchase shares of Parent Common Stock.

  • Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Company Stock Option Plans has the meaning ascribed to it in Section 2.6(c).

  • Stock Plans shall have the meaning set forth in Section 2.9(a).

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.