Cancelled Company Option definition

Cancelled Company Option means any option or other right to acquire shares of Company Common Stock which (i) has been granted by the Company to any employee or director of the Company or any of its Subsidiaries, (ii) is outstanding immediately prior to, and remains unexercised as of, the Record Date, and (iii) will be cancelled pursuant to Section 2.10 of the Merger Agreement.
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Cancelled Company Option means each option to purchase shares of Common Stock granted pursuant to the Company Stock Plans ("Company Options") that is outstanding immediately prior to the Effective Time and (i) is held by a person who is not an employee or a service provider of Parent or a Subsidiary of Parent immediately after the Effective Time as reasonably determined by Parent in its sole discretion, (ii) is vested and exercisable (after taking into account the effect of the accelerated vesting contained in clause (iv) or (v) of this Section 2.5 or any contract or arrangement providing for the accelerated vesting of outstanding options on or prior to the Effective Time) immediately prior to the Effective Time, including any Company Options that vest at the Effective Time, (iii) has an exercise price, immediately prior to the Effective Time, that is equal to or greater than the Merger Consideration, (iv) is subject to the laws of a non-U.S. jurisdiction and/or held by an employee of the Company or any of its Subsidiaries located in a non-U.S. jurisdiction and which Parent reasonably determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (A) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (B) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that are not assumed by Parent under this clause (iv) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time, or (v) is held by a non-employee member of the Company Board; provided, however, that any such Company Options that are not assumed by Parent under this clause (v) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Corporation or the holders of Cancelled Company Options, each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) ...
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Cancelled Company Option. Section 2.5(a) "Certificate of Merger" Section 1.5 "Certificates" Section 2.2(b)
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Examples of Cancelled Company Option in a sentence

  • Any Cancelled Company Option with an exercise price per share equal to or greater than the Per Company Share Price will be cancelled without any cash payment being made in respect thereof.

  • At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, except as otherwise required by applicable Legal Requirements, Parent shall assume each Company Option or portion of a Company Option that is not a Cancelled Company Option (an "Assumed Company Option").

  • From and after the Effective Time, any such Cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

  • Employee Stock Option Plan) had such holder exercised such Cancelled Company Option in full immediately prior to the Effective Time.

  • The Securities are Fixed Rate Securities, Floating Rate Securities, Zero Coupon Securities or Instalment Securities, a combination of any of the foregoing or any other kind of Security, depending upon the Interest and Redemption/Payment Basis specified in the applicable Issue Terms.

  • Each Optionholder who holds an Excepted Option that has been canceled or cashed-out (a “Cancelled Company Option”) shall have no rights with respect to such Cancelled Company Option to receive any other consideration in connection with the Merger or otherwise.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Offeror, the Company or the holders of options, except as otherwise required by applicable legal requirements, the Parent shall assume each option or portion of an option that is not a Cancelled Company Option (an "Assumed Company Option").

  • At the Merger 1 Effective Time, each Company Option that is not a Cancelled Company Option and that is outstanding and unexercised immediately prior to the Merger 1 Effective Time (whether vested or unvested) will be assumed by Parent (each, an “Assumed Company Option”).

  • At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, except as otherwise required by applicable Legal Requirements, Parent shall assume each Company Option or portion of a Company Option that is not a Cancelled Company Option (an “Assumed Company Option”).


More Definitions of Cancelled Company Option

Cancelled Company Option shall have the meaning set forth in Section 1.7(b).
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Cancelled Company Option means a Company Option with a per share ------------------------ exercise price which exceeds the greater of (i) $40.00 or (ii) the closing sales price for a share of Company Common Stock (or the closing bid, if no sales were reported) as quoted on Nasdaq for the last market trading day immediately preceding the Effective Time, as reported in The Wall Street Journal.
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Cancelled Company Option has the meaning set forth in Section 3.4(a)(i).
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Cancelled Company Option means any Company Option of a Cancelling Options Holder which are cancelled prior to the Closing in accordance with Section 1.2.
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Related to Cancelled Company Option

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

  • Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.

  • Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).

  • Company Option Plans means the Company 1994 Incentive Stock Plan, the Company 1995 Outside Director’s Stock Option Plan and the Company 2004 Incentive Stock Plan.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

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

  • Company RSU means each restricted stock unit award relating to shares of Company Common Stock granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time and subject solely to service-based vesting requirements.

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Company Optionholders means the holders of Company Options.

  • Company Optionholder means a holder of one or more Company Options;

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

  • Company Warrants means warrants to purchase shares of Company Capital Stock.

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

  • Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

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

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Company Stock Option Plans shall have the meaning set forth in Section 3.07(a).

  • Stock Plans has the meaning set forth in Section 3.1(c).

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

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