Excluded Company Stock Options definition

Excluded Company Stock Options means those Company Stock Options for which the exercise price exceeds the Per Share Amount.
Sample 1
Excluded Company Stock Options means Company Stock Options which have both of the following attributes: (i) such Company Stock Options were held by a Company Optionee who was an employee of the Company as of the Effective Time and who is not employed by Parent or the Company as of the applicable Earn-Out Cash Payment Date, and (ii) with respect to such Company Stock Options, the Substitute Stock Options issued in substitution therefor pursuant to Section 2.08 were not vested pursuant to the terms of such Company Optionee's Substitute Stock Option Agreement immediately after the termination of such Company Optionee's employment.
Sample 1

Related to Excluded Company Stock Options

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

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

  • Nonqualified Stock Option means an Option that is not an Incentive Stock Option.

  • Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option.

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

  • Stock Options means the collective reference to "Incentive Stock Options" and "Other Stock Options".

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

  • Incentive Stock Options means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

  • 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.

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

  • Parent Options means options or other rights to purchase shares of Parent Common Stock issued by Parent.

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

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Non-Qualified Share Option means an Option that is not intended to be an Incentive Share Option.

  • Excluded Stock means:

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

  • Non-Statutory Stock Option means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

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

  • Excluded Capital Stock means:

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Restricted Stock Plan means either the RPM International Inc. 1997 Restricted Stock Plan or the RPM International Inc. 2007 Restricted Stock Plan and any successor plan or arrangement to either of such plans, but shall not be deemed to mean or include the Omnibus Plan.

  • Stock Option Plan means any stock option plan now or hereafter adopted by the Company or by the Corporation, including the Corporate Incentive Award Plan.

  • Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

  • 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.