Excluded Option definition

Excluded Option means a stock option awarded under the Prior Plan that provides, by its terms, that a termination of service shall not be deemed to occur in the event that the individual optionholder’s membership on the Board terminates and the optionholder is replaced by a successor designee of the investor who appointed the optionholder to the Board.
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Excluded Option shall have the meaning set forth in Section 2.10 hereof. "GAAP" shall have the meaning set forth in Section 3.4 hereof. "Government Contract" shall have the meaning set forth in Section 3.7 hereof. "Included Option" shall have the meaning set forth in Section 2.10 hereof. "Insider Shareholders" shall have the meaning set forth in the Recitals hereof. "Insurance Amount" shall have the meaning set forth in Section 5.11 hereof. "Intellectual Property" shall have the meaning set forth in Section 3.19 hereof. "Inventory" shall have the meaning set forth in Section 3.5 hereof. "June 30 Balance Sheet" shall have the meaning set forth in Section 3.5 hereof. "Licenses" shall have the meaning set forth in Section 3.22 hereof. "Long Form Merger" shall have the meaning set forth in Section 1.1 hereof. "Material Adverse Effect" shall have the meaning set forth in Section 3.1 hereof. "Material Contracts" shall have the meaning set forth in Section 3.24 hereof. "Merger" shall have the meaning set forth in the Recitals hereof. "Merger Consideration" shall have the meaning set forth in Section 2.7 hereof.
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Excluded Option has the meaning set forth in Section 2.5(a)(i).
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Examples of Excluded Option in a sentence

  • The Bidder must use reasonable efforts to procure that as soon as reasonably practicable and in any event within 20 Business Days after the date of this deed, each person who is a holder of an Excluded Option enters into the Option Swap Agreement with the Bidder.

  • Seller's Disclosure Schedule lists each outstanding Company Option, the name of the Option Holder, the number of shares subject to such Company Option, the exercise price and vesting schedule applicable to such Company Option, and whether such Company Option is an Excluded Option (along with specific reference to the provisions of the Company Option that results in it being considered an Excluded Option).

  • Access to the A30 could be enabled if the site was developed in combination with the site North of Bradford Road.Table 10.2: Excluded Option REFINED OPTIONSREASONS SHER3: East of Castle Town WayThe landowner is not currently supporting this site and well as there being potential landscape impacts especially to the northern part of the site.

  • No later than Parent’s second ordinary payroll payment date after the Closing, Parent shall cause to be paid to each former holder of Company Options (other than an Excluded Option) the cash consideration to be paid to such former holder of such Company Option pursuant to Section 2.5(a) (if any) as set forth on the Closing Consideration Schedule, which shall be paid through the payroll system of Parent or its Affiliate subject to applicable Tax withholding.

  • Notwithstanding any other provision of this Section 2, no adjustment shall be made to the Conversion Price in connection with the issuance or grant of any Excluded Option or the issuance of any Common Stock pursuant to the terms of the Stock Option Agreement governing such Excluded Option.

  • Futureco has previously delivered, or will deliver, to GZA prior to the Effective Time copies of (a) each written Stock Agreement and (b) the written agreement of each holder of an Excluded Share or an Excluded Option that any Shares or Stock Options owned by such holder are to be treated as Excluded Shares of Excluded Options, as the case may be, for purposes of this Agreement.

  • Hairline cracks in exterior trim, block, concrete, or stucco walls are normal.

  • YEPL shall have the right to purchase the Excluded Option Assets.

  • Such Shareholder agrees ---------------------------------------- with, and covenants to, Acquiror that such Shareholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities or any Included Option or Excluded Option, unless such transfer is made in compliance with this Agreement or the Merger Agreement.

  • The purchase consideration of each of the Excluded Option Asset (which has become available for the sale) shall be an amount as determined in accordance with the terms of the Option to Purchase Agreement.

Related to Excluded Option

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

  • 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.

  • Related Option means an Option with respect to which a Stock Appreciation Right has been granted.

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

  • Excluded Stock means:

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

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

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

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

  • 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).

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

  • Excluded Shares means the (a) Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (b) Dissenting Shares.

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

  • Reload Option means any Option granted under Section 6(a)(iv) of the Plan.

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

  • Employee Option means an Option granted pursuant to Section 5.

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

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

  • Optioned Stock means the Common Stock subject to an Option.

  • Excluded Issuance means:

  • Unissued Option Shares means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

  • 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.

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Shoe Option means the Initial Purchasers’ option to purchase up to seventy five million dollars ($75,000,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.

  • 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.