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.

  • 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.

  • Rollover Stock Option Plan, at any time shall be no greater than 12% of the total issued and outstanding Common Shares of the Corporation outstanding from time to time (assuming the conversion of all Proportionate Voting Shares to Common Shares).

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

  • Matters related to equity in Booz Allen Hamilton Holding Corporation from terminated Officers shall be under the authority of the Compensation Committee of the Board of Directors of Booz Allen Hamilton Holding Corporation, and shall be governed generally by the Amended and Restated Stockholders Agreement, applicable Stock Option Agreements and Restricted Stock Agreements, Amended and Restated Equity Incentive Plan (EIP), Rollover Stock Option Agreement, and Officers’ Rollover Stock Plan, as applicable.

  • On the Closing Date and prior to the Rollover Closing, Parent shall deliver to the Executive the Rollover Stock Option Agreement and the Matching Stock Option Agreement, each duly executed by Parent.

  • Without limiting the generality of the forgoing, McMenemy agrees that from txx xxxx hereof he shall have no rights under the LLC Agreement, the Stockholders Agreement, the Registration Rights Agreement, dated January 27, 2005, and the Rollover Stock Option Agreement, and that such agreements and any schedules appended thereto may be amended in the discretion of the parties thereto (other than McMenemy) as they shall deex xxxxxxary or appropriate to reflect the transactions contemplated by this Agreement.

  • Rollover Stock Option Plan or the Amended and Restated Wellsford Real Properties, Inc.

Related to Rollover Stock Option

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Company Stock Option means each option to purchase shares of Company Common Stock outstanding under the Company Stock Plans.

  • Company Stock Options means issued and outstanding options to acquire Company Common Stock which were granted under the Company Stock Option Plans.

  • Company Stock Option Plan means the Company's 1999 Stock Option Plan.

  • Company Stock Option Plans means the 1996 Equity Incentive Plan, 1998 Stock Option Plan for Non-Employee Directors and 1999 Employee Stock Option Plan.

  • Parent Stock Option means any option to purchase Parent Common Stock.

  • Rollover Shares has the meaning given in the recitals.

  • Nonqualified Stock Option means an Option that is not an Incentive Stock Option.

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Deferred Stock Award means Awards granted pursuant to Section 8.

  • Restricted Stock Units means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

  • Restricted Stock Grant means Shares awarded under the Plan as provided in Section 9.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • Deferred Stock Units means the number of hypothetical Shares subject to an Election.

  • Restricted Stock Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

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

  • Restricted Stock Plan means the RPM, Inc. 1997 Restricted Stock Plan and any successor plan or arrangement thereto.

  • Restricted Stock Award Agreement means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

  • Company Restricted Stock Award means each award with respect to a share of restricted Company Common Stock outstanding under any Company Stock Plan that is, at the time of determination, subject to forfeiture or repurchase by the Company.

  • 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).

  • Stock Option means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

  • Restricted Share Award means an award of Restricted Shares.

  • Company Restricted Stock Unit means any restricted stock unit award subject to service-based vesting, payable in shares of Company Common Stock or the value of which is determined with reference to the value of shares of Company Common Stock, whether granted under a Company Stock Plan or otherwise.

  • Unrestricted Stock Award means an Award of shares of Stock free of any restrictions.

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.