Rollover Stock Option definition

Rollover Stock Option means any Stock Option other than a Cash-Out Stock Option that is outstanding immediately prior to the Effective Time.
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Rollover Stock Option means a Company Stock Option outstanding immediately prior to the Effective Time granted in connection with the performance of services for the Company or any of its Subsidiaries to any person who is an employee of the Company or any of its Subsidiaries at the Effective Time that is (x) unvested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value or (y) vested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value but less than $5.00 (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, reclassification or other similar change after the date hereof and prior to the Effective Time).
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Rollover Stock Option means a Company Stock Option outstanding immediately prior to the Effective Time granted in connection with the performance of services for the Company or any of its Subsidiaries to any person who is an employee of the Company or any of its Subsidiaries at the Effective Time that is (x) unvested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value or (y) vested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value but less than $5.00 (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, reclassification or other similar change after the date hereof and prior to the Effective Time). The adjustments provided in Section 6.12(a) are intended to be effected in a manner that is consistent with Section 424(a) of the Code. All amounts payable pursuant to Section 6.12(a) shall be subject to any required withholding of taxes and shall be paid without interest. Promptly following the Effective Time (and in any event within five (5) Business Days after the Effective Time), Parent shall cause (or shall ensure) an appropriate number of shares of Parent Common Stock to be registered under the Securities Act on a Form S-8 (or are covered by an existing Form S-8 of Parent) in order to satisfy Parent's obligations with respect to the Modified Stock Options and Modified RSUs. Prior to the Effective Time, Company shall make any amendments to the terms of such stock option or compensation plans or arrangements that are necessary to give effect to the adjustments contemplated by Sections 2.7 and 6.12 hereof. The Option Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any of the transactions referred to in Section 2.7(b). Prior to the Effective Time, Parent shall take such steps as may be reasonably requested by the Company to cause acquisitions of Parent Securities pursuant to the transactions contemplated by this Agreement by each individual who is or becomes a director or officer of Parent as of or after the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with that certain SEC No-Action Letter dated January 12, 1999 regarding such matters.
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Examples of Rollover Stock Option in a sentence

  • Rollover Stock Option Plan (the “Rollover Plan”) and the award agreement governing Rollover Options to be entered into between BPS and the Executive.

  • This option is granted in substitution for the Old Option, and it is granted pursuant to and is subject to the MF Acquisition Corporation 2004 Rollover Stock Option Plan (the “Plan”).

  • The term, vesting schedule and all of the other terms of each Assumed Stock Option shall otherwise remain unchanged and identical, subject to the rights of Parent to amend or modify any such Assumed Stock Option in accordance with the terms of the corresponding Existing Rollover Stock Option and applicable Law.

  • Parent agrees that for a period of twenty-four (24) months following the Closing, the failure or refusal by any Company Employee, other than the Specified Executives, to enter into a restrictive covenant agreement with Parent or its Subsidiaries (including the Surviving Corporation), whether as a condition to continued employment or otherwise, shall not constitute a basis for terminating such Company Employee for “cause” with respect to any determination relating to a Rollover RSU or Rollover Stock Option.

  • Stock Incentive Plan (the “Plan”) and the Rollover Stock Option Agreement dated as of , 20 (the “Option Agreement”).

  • As of the date hereof, no shares of Common Stock are held in treasury, 1,326,235 shares of Common Stock have been reserved for issuance under the Company's Rollover Stock Option Plan of which options to acquire all 1,326,235 shares of Common Stock have been granted and 1,750,000 shares of Common Stock have been reserved for issuance under the Company's 1997 Management Incentive Plan of which options to acquire 547,375 shares of Common Stock have been granted.

  • The adjustments provided in this paragraph with respect to any Rollover Stock Option Awards shall be and are intended to be effective in a manner which is consistent with Section 424(a) of the Code and the Treasury Regulations thereunder, and, to the extent applicable, Section 409A of the Code and the Treasury Regulations thereunder.

  • The parties agree and acknowledge that (i) the Option Put set forth in Section 11 of the Rollover Stock Option Agreements pertains only to the Rollover Options and is not amended or terminated hereby and (ii) the 1997 Options do not contain an option put or any other right to require the Company to repurchase from Clem▇▇▇▇ ▇▇▇ 1997 Options.

  • The Executive acknowledges that the Rollover Options and the Matching Options are not transferable except as provided in the Rollover Stock Option Agreement or the Matching Stock Option Agreement.

  • All Buyer Parent Securities received pursuant to the Exchange shall be subject to the terms and conditions of the Buyer Rollover Stock Option Plan and the Stockholders Agreement (including, but not limited to, any transfer, repurchase or forfeiture provisions).