Section 102 Shares definition

Section 102 Shares means any Company Shares that were issued upon exercise or vesting of Section 102 Awards and at the Effective Time are held by the 102 Trustee.

Section 102 Shares means Shares issued under a Section 102 Award pursuant to Section 19(c)(i) below.

Section 102 Shares means Company Shares issued upon exercise of Section 102 Options.

Examples of Section 102 Shares in a sentence

• Notwithstanding Section 1.02, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Delaware Law shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal.

• Notwithstanding Section 1.02, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted such shares in favor of the Merger, who shall have delivered a written demand for appraisal of such Shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration.

• In the event that the Exchange Fund shall be insufficient to pay the aggregate amount of all Per Share Merger Consideration due to the Company Shareholders (other than the holders of Section 102 Shares), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment.

• Notwithstanding Section 1.02, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted such shares in favor of the Merger, who shall have delivered a written demand for appraisal of such Shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration.

• At the Closing, Parent or Merger Sub shall initiate, or shall cause to be initiated, a wire transfer to deposit the aggregate Per Share Merger Consideration payable with respect to the Section 102 Shares to the 102 Trustee, on behalf of holders of Section 102 Shares, in accordance with Section 102 and the Options Tax Ruling, if obtained (the “Section 102 Share Consideration”), which funds shall be deposited with the 102 trustee in any event within two (2) Business Days after the Effective Time.

More Definitions of Section 102 Shares

Section 102 Shares means shares of Company Common Stock issued upon exercise or settlement of Section 102 Options, Section 102 RSUs, Section 102 PSUs or other awards subject to Section 102.

Section 102 Shares means any Ordinary Share issued upon exercise of a Section 102 Option and held in trust by the Section 102 Trustee.

Section 102 Shares means shares of the Company issued pursuant to the exercise of Section 102 RSUs.

Section 102 Shares means Company Ordinary Shares issued upon the exercise of Section 102 Options or granted subject to tax under Section 102(b)(2) or 102(b)(3) (if applicable) of the Israeli Tax Ordinance and held by the Section 102 Trustee pursuant to the Israeli Tax Ordinance.

Section 102 Shares means Company Ordinary Shares issued pursuant to the exercise of Section 102 Options and deposited with the Section 102 Trustee.

Section 102 Shares means NDX Ordinary Shares issued upon exercise of Section 102 Options.

Section 102 Shares means ordinary shares of the Company that were issued upon exercise or vesting of Section 102 Options and at the Closing Date are held by the 102 Trustee.