Cancelled Seller Stock Option definition

Cancelled Seller Stock Option means each Seller Stock Option 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) of this Section 3.4(a) 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 Seller Stock 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, or (iv) is subject to the laws of a non-U.S. jurisdiction and/or held by an employee of Seller or any of its Subsidiaries located in a non-U.S. jurisdiction and which Parent reasonably determines may not be converted into an Assumed Seller Stock 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 Seller Stock 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. 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 Seller Stock Options, each Cancelled Seller Stock Option shall be cancelled and extinguished and each vested Cancelled Seller Stock Option shall automatically be converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Shares that were issuable upon exercise of such Cancelled Seller Stock Option immediately prior to the Effective Time and (y) the Merger Consideration less the per share exercise price of such Cancelled Seller Stock Option (the “Option Consideration”). Parent shall, or shall cause t...
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Related to Cancelled Seller Stock Option

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

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

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

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

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

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

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

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

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

  • 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).

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

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

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

  • 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.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Company Optionholders means the holders of Company Options.

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

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

  • Company Optionholder means a holder of Company Options.

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

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.

  • Stock Option means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

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

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

  • Restricted Stock Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).