Excluded Option definition

Excluded Option means a stock option awarded under the Prior Plan that provides, by its terms, that a termination of service shall not be deemed to occur in the event that the individual optionholder’s membership on the Board terminates and the optionholder is replaced by a successor designee of the investor who appointed the optionholder to the Board.

Excluded Option has the meaning set forth in Section 2.5(a)(i).

Excluded Option shall have the meaning set forth in Section 2.10 hereof. "GAAP" shall have the meaning set forth in Section 3.4 hereof. "Government Contract" shall have the meaning set forth in Section 3.7 hereof. "Included Option" shall have the meaning set forth in Section 2.10 hereof. "Insider Shareholders" shall have the meaning set forth in the Recitals hereof. "Insurance Amount" shall have the meaning set forth in Section 5.11 hereof. "Intellectual Property" shall have the meaning set forth in Section 3.19 hereof. "Inventory" shall have the meaning set forth in Section 3.5 hereof. "June 30 Balance Sheet" shall have the meaning set forth in Section 3.5 hereof. "Licenses" shall have the meaning set forth in Section 3.22 hereof. "Long Form Merger" shall have the meaning set forth in Section 1.1 hereof. "Material Adverse Effect" shall have the meaning set forth in Section 3.1 hereof. "Material Contracts" shall have the meaning set forth in Section 3.24 hereof. "Merger" shall have the meaning set forth in the Recitals hereof. "Merger Consideration" shall have the meaning set forth in Section 2.7 hereof.

Examples of Excluded Option in a sentence

• The Bidder must use reasonable efforts to procure that as soon as reasonably practicable and in any event within 20 Business Days after the date of this deed, each person who is a holder of an Excluded Option enters into the Option Swap Agreement with the Bidder.

• Seller's Disclosure Schedule lists each outstanding Company Option, the name of the Option Holder, the number of shares subject to such Company Option, the exercise price and vesting schedule applicable to such Company Option, and whether such Company Option is an Excluded Option (along with specific reference to the provisions of the Company Option that results in it being considered an Excluded Option).

• If an Option Inclusion Event occurs in accordance with the terms of this Agreement, this Agreement shall be deemed amended to include the Excluded Option Property for all purposes under this Agreement and such Excluded Option Property shall be subject to the terms and conditions of this Agreement, including the covenants of Seller related thereto.

• Notwithstanding any other provision of this Section 2, no adjustment shall be made to the Conversion Price in connection with the issuance or grant of any Excluded Option or the issuance of any Common Stock pursuant to the terms of the Stock Option Agreement governing such Excluded Option.

• At the Effective Time, any Excluded Option that is an Out-Of-The-Money Option shall be cancelled with no consideration therefor.

• Such Shareholder agrees ---------------------------------------- with, and covenants to, Acquiror that such Shareholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities or any Included Option or Excluded Option, unless such transfer is made in compliance with this Agreement or the Merger Agreement.

• If an Excluded Option Inclusion Event does not occur, then Purchaser shall have no obligation to buy, and the applicable Seller shall have no obligation to sell, the applicable Excluded Option Property.

• If Buyer does not timely exercise its right to acquire such Excluded Option Property, then Buyer shall have no obligation to buy, and Seller shall have no obligation to sell, such Excluded Option Property.

• No later than Parent’s second ordinary payroll payment date after the Closing, Parent shall cause to be paid to each former holder of Company Options (other than an Excluded Option) the cash consideration to be paid to such former holder of such Company Option pursuant to Section 2.5(a) (if any) as set forth on the Closing Consideration Schedule, which shall be paid through the payroll system of Parent or its Affiliate subject to applicable Tax withholding.

• The Consultant acknowledges and agrees that in consideration of the Company’s entering into this Agreement with the Consultant, the Excluded Option shall not vest during the Consultation Period and shall instead terminate unvested on September 8, 2023, and the Consultant shall have no further rights with respect to the Excluded Option (or any shares of Company common stock subject thereto).