Pre-Merger Option definition

Pre-Merger Option means all warrants, options, conversion rights or agreements of any kind to which the Company or any Subsidiary is a party relating to the purchase or acquisition of any shares of Company capital stock and all other securities or obligations of any kind to which the Company or any Subsidiary is a party convertible into or exchangeable or exercisable for any shares of Company capital stock, provided that such instruments, agreements or obligations were issued and outstanding or otherwise binding upon the Company immediately prior to the Effective Time. Notwithstanding the foregoing, the term Pre-Merger Option shall (i) include all warrants issued to Bathgate Capital Partners LLC or any of its Affiliates in connection with consummating the Merger Agreement and the transactions contemplated thereby, including, without limitation, all warrants issued to Bathgate Capital Partners LLC pursuant to that certain letter agreement between Bathgate Capital Partners LLC and the Company dated September 15, 2002, as amended; and (ii) not include the Stock Option Agreement, dated as of March 31, 2003 by and between the Company and Solunet Storage Holding Corp. that was entered into contemporaneously with the Merger Agreement. The Company represents that Schedule A attached hereto accurately sets forth, in the aggregate, the number of Pre-Merger Options together with the corresponding exercise price and expiration date of each such Pre-Merger Option (subject in certain cases to earlier expiration upon the occurrence of events applicable to the given Pre-Merger Option).
Sample 1

Related to Pre-Merger Option

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • First Merger shall have the meaning given in the Recitals hereto.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Company Merger shall have the meaning given in the Recitals.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Second Merger has the meaning set forth in the Recitals.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).