Promised Options definition

Promised Options means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Share’s price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.

Promised Options means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet for the Equity Financing (or the initial closing of the Equity Financing, if there is no term sheet), or (ii) treated as outstanding Options in the calculation of the Standard Preferred Stock’s price per share.

Promised Options means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Stock’s price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.

Examples of Promised Options in a sentence

• The Liquidity Capitalization also excludes Converting Securities that will be cashed out based on their Purchase Amounts (and thus no longer treated as outstanding securities in the Liquidity Event) and Promised Options that will not be receiving any proceeds from the transaction.

• The Company Capitalization:• Includes all shares of Capital Stock issued and outstanding;• Includes all Converting Securities;• Includes all (a) issued and outstanding Options and (b) Promised Options;• Includes the Unissued Option Pool; and• Excludes any increases to the Unissued Option Pool (except to the extent necessary to cover Promised Options that exceed the Unissued Option Pool) in connection with the Equity Financing.

• Each Parent Entity and their designees are entitled to deduct and withhold from any payments of cash or issuances of Parent Stock pursuant to this Agreement to any Key Employee, any Continuing Employee or any holder of any Company Shares, Options, Promised Options or Warrants, such amounts in cash and/or Parent Shares as any Parent Entity is required to deduct and withhold with respect to any such payments or issuances under the Code or any provision of state, local, provincial or foreign Tax law.

• Including these options ensures that safe holders get similar treatment as they would in a priced seed round, i.e., they are not diluted by new hires made in between the safe round and the Equity Financing.• Promised Options -- Options that are promised but not yet granted (see below for more details).

• Each of Acquirer, the Surviving Corporation and the Paying Agent (the “Withholding Agent”) shall be entitled to deduct and withhold from any payments of cash pursuant to this Agreement to any holder of any shares of Company Capital Stock, Company Options, Company Promised Options or Company Notes such amounts in cash as the Withholding Agent is required to deduct and withhold with respect to any such payments under the Code or any provision of state, local, provincial or foreign Tax law.

More Definitions of Promised Options

Promised Options means promised but ungranted Options that are the greater of those

Promised Options means the options to purchase or otherwise acquire shares of Company Capital Stock promised by the Company and set forth on Section 3.2(c)(ii) of the Disclosure Schedule.

Promised Options has the meaning set forth in Section 6.2(q).

Promised Options means Company Options promised by the Company to new hires but which have not yet been granted, in each case as set forth on Schedule A-6 (including the number of shares and contemplated vesting terms associated therewith), which schedule shall be updated as of immediately prior to the Closing to reflect promises made by the Company to new hires during the Pre- Closing Period.

Promised Options means promised but ungranted Options that are the greater of those (a) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter of intent), (b) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Stock’s price per share, or (c) in the case of a Change of Control, treated as outstanding Options in the calculation of the distribution of the Proceeds.

Promised Options. 3.4(e) “Proprietary Information and Technology” 3.11(a)(xvii) “Qualifying Option” 2.4(b)(i) “R&D Sponsor” 3.11(a)(xviii)

Promised Options means, collectively, each option to purchase a share of Company Capital Stock or other security of the Company that is contemplated by or committed to pursuant to the terms of each offer letter to or other current Contract set forth on Section 4.5(b) of the Company Disclosure Schedule, which option has not been granted, or other security has not been issued, as of the date of this Agreement.