Option Consideration has the meaning set forth in Section 3.3(a).
Employee Option means an Option granted pursuant to Section 5.
Parent Stock Option means any option to purchase Parent Common Stock.
Company Stock Option means each option to purchase shares of Company Common Stock outstanding under the Company Stock Plans.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.
Stock Consideration has the meaning set forth in Section 2.01(c).
Company Stock Options means issued and outstanding options to acquire Company Common Stock which were granted under the Company Stock Option Plans.
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).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Unvested Company Option means any Company Option that is not a Vested Company Option.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Company Stock Option Plans means the 1996 Equity Incentive Plan, 1998 Stock Option Plan for Non-Employee Directors and 1999 Employee Stock Option Plan.
Earn-Out Consideration is defined in Section 2.5(c).
Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.
Company Option means an option to purchase shares of Company Common Stock.
Merger Consideration has the meaning set forth in Section 3.1(a).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Non-Cash Consideration means consideration in a form other than cash.
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Share Consideration has the meaning given to it in Section 2.2;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;