Earn-Out Participating Option definition

Earn-Out Participating Option means each Participating Option which (i) as of immediately prior to Closing, was vested or (ii) as of immediately prior to Closing, was not vested, but is held by a Person (A) who continues to serve as a service provider (as an employee or an independent contractor) to the Company on a substantially full time basis during the period from the Closing until the end of the Earn-Out Period or (B) whose employment or other servicing providing relationship with the Company is terminated by the Company without Cause (as defined in the Joinder Agreement) during the period from the Closing until the end of the Earnout Period.

Related to Earn-Out Participating Option

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • 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.

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

  • Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Director Option means an Option granted pursuant to Section 6.

  • 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).

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Participating Share or “Share” means the Participating Shares of no par value in the

  • Covered Call Option means an exchange traded option entitling the holder, upon timely exercise and payment of the exercise price, as specified therein, to purchase from the writer thereof the specified underlying Securities (excluding Futures Contracts) which are owned by the writer thereof and subject to appropriate restrictions.

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

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Non-Participating Optometrist means an Optometrist who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Earn-Out Period has the meaning set forth in Section 2.5(a).

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

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