Out of the Money Options definition

Out of the Money Options means (x) in the case of Section 3.2(a), Subject Employee Options the exercise prices of which are greater than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares, and (y) in the case of Section 3.2(c), Subject Employee Options the exercise prices of which are greater than the Fair Market Value as of the date of an acceleration pursuant to such Section 3.2(c).

Out of the Money Options means those Options and Warrants which provide for an exercise price per share of Company Common Stock which is greater than or equal to the Merger Consideration.

Out of the Money Options means any Options existing as of the Signing Date with an exercise in excess of $0.54, which have the right on such date to convert to 2,195,442 shares of Common Stock. For the avoidance of doubt, an Out of the Money Option shall continue to remain an Out of the Money Option after a repricing, exchange or similar action with respect to such Out of the Money Option.

Examples of Out of the Money Options in a sentence

• The Subject Shares shall also be reduced by a number equal to one third of the number of Common Shares issued during each calendar quarter pursuant to Out of the Money Options.

• The Subject Shares shall be reduced by a number equal to one third of the number of Common Shares subject to Out of the Money Options as of the date of an acceleration pursuant to this Section 3.2(c).

• The Subject Shares shall also be reduced by a number equal to one-third of the number of Common Shares issued during each calendar quarter pursuant to Out of the Money Options.

• Pursuant to the terms of the Merger Agreement, certain Out of the Money Options (as defined in the Merger Agreement) were assumed by the Company and were converted into options to purchase shares of the Company's common stock at the Effective Time.

• Each Optionholder agrees that all Out of the Money Options held by such Optionholder shall be canceled and terminated and become null, void and of no further effect simultaneously with the consummation of the transactions contemplated by the Stock Purchase Agreement and such Optionholder shall not be entitled to receive any shares of Target Common Stock with respect to such terminated and canceled Out of the Money Options.

More Definitions of Out of the Money Options

Out of the Money Options means all options issued under the Pac Rim Stock Option Plans that are not In The Money Options.

Out of the Money Options means Company Stock Options that are not In-the-Money Options.

Out of the Money Options mean Options with an exercise price higher than the Common Stock Per Share Merger Consideration, determined immediately prior to the Effective Time.

Out of the Money Options means Options that have an exercise price per Option which is greater than or equal to the Offer Price.

Out of the Money Options means the Company Options existing as of the date hereof with an exercise price in excess of $0.54, which have the right on such date to convert to 2,195,442 shares of Common Stock.

Out of the Money Options has the meaning set forth in Section 3.3 below.

Out of the Money Options means Company Stock Options that have an exercise price per share equal to or greater than the price per share as calculated using the Treasury Stock Method (as defined in accordance with GAAP) using as the inputs to the calculation the Total Merger Consideration immediately prior to the Effective Time as the equity value, the number of issued and outstanding Company Common Stock immediately prior to the Effective Time, and the expiration date, option price and shares outstanding for the Company Stock Options listed in Section 3.2(e) of the Company Disclosure Schedules and outstanding immediately prior to the Effective Time."