Terminating Option definition

Terminating Option means each Company Option that is held by a Continuing Employee and is not an Assumed Option.
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Terminating Option means each then-outstanding Company Option granted pursuant to a Company Equity Plan that is vested and exercisable at the Effective Time and that is not an Underwater Company Option.
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Terminating Option shall have the meaning set forth in Section 4.4(b).
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Examples of Terminating Option in a sentence

  • Any such payment with respect to a Terminating Option shall be subject to all applicable federal, state and local tax withholding requirements.

  • Upon making such determination, Parent shall provide notice to the Company as soon as administratively feasible, and such Company Option shall be treated as a Terminating Option under Section 1.6(c)(i)(B) to the extent applicable.

  • Each Terminating Option that is outstanding and unexercised immediately prior to the Closing that has an exercise price equal to or greater than the Offer Consideration shall be cancelled as of the Closing without consideration therefor and the holder of such Terminating Option shall cease to have any rights with respect thereto.

  • Interconnection at PACIFIC tandems within each LATA: CLC will interconnect with all PACIFIC Access Tandems in each of the LATA(s) in which it originates traffic and interconnects with Pacific, unless CLC selects the LATA-Wide Terminating Option.

  • Each Continuing Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Continuing Option qualified as an incentive stock option prior to the Effective Time; • each Terminating Option (as defined below) will be cancelled at the Effective Time.

  • Xxxxx,individually and in his capacity as Target Stockholder Representative The undersigned, as a holder of a Terminating Option, as defined in Section 1.2.2 above, agrees that such option will not be exercised prior to the Closing and that, as provided in Section 1.2.2 above, effective as of the Closing, such Terminating Option will be terminated and be of no further force and effect.

  • Notes to Financial Statements December 31, 2019 and 2018 In a separate transaction, Parrot subscribed for shares of Common Stock of the Company (at the Put/Call Price) in order to fund the Company with an amount equal to each Terminating Option holder’s exercise price, together with the Termination Agreement Payments.

  • Xxxxx, individually and in his capacity as Target Stockholder Representative The undersigned, as a holder of a Terminating Option, as defined in Section 1.2.2 above, agrees that such option will not be exercised prior to the Closing and that, as provided in Section 1.2.2 above, effective as of the Closing, such Terminating Option will be terminated and be of no further force and effect.


More Definitions of Terminating Option

Terminating Option is a Company Stock Option that is outstanding immediately prior to the Effective Time and that is held by a person who is not a Continuing Employee or Continuing Service Provider; • each outstanding Company RSU under the Company Stock Option Plans that is outstanding and unvested at the Effective Time and that is not a Terminating RSU (as defined below) (a “Continuing RSU”) will be assumed by Parent and each Continuing RSU assumed by Parent will continue to have and be subject to the same terms and conditions of such Company RSU in effect immediately prior to the Effective Time, including the vesting restrictions, except for administrative changes that are not adverse to the holder of a Continuing RSU or to which the holder consents and except (i) that each RSU shall cover a number of shares of Parent Common Stock equal to the product of the number of Company Shares that would be issuable under the Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) all references to the “Company” in the applicable Company Stock Option Plans and the restricted stock unit agreements will be references to Parent; • each Terminating RSU (as defined below) will be cancelled at the Effective Time. Each holder of a Terminating RSU that is vested at the Effective Time (after giving effect to any accelerated vesting occurring in connection with the Offer and the Merger and/or the holder’s termination of employment on or prior to the Effective Time) shall be eligible to receive as soon as practicable after the Effective Time (or, to the extent required in order to avoid the holder becoming subject to any tax, penalty or interest under Section 409A of the Code, the earliest payment date provided for in the terms and conditions of the Terminating RSU) an amount in cash (without interest) equal to (i) the Merger Consideration multiplied by (ii) the number of Company Shares subject to each Terminating RSU, less all applicable deductions and withholdings required by law to be withheld in respect of such payment. Terminating RSUs that are not vested at the Effective Time shall be automatically cancelled for no consideration at the Effective Time. If the payment for any vested Terminating RSU cannot be made as soon as practicable after the Effective Time without triggering any tax, penalty or interest under Section 409A of the Code, Seller shall provide prior to the Effecti...
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Related to Terminating Option

  • Termination Right have the respective meanings given in the PRA Contractual Stay Rules.

  • Termination Option means the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Terminating Event means any of the following events:

  • Director Option means an Option granted pursuant to Section 6.

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • Terminating Party As defined in Section 7.1(f).

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Call Option Period has the meaning given to it in Condition 6.04 (Call Option);

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.

  • Employee Option means an Option granted pursuant to Section 5.

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Compensation Options means the options of the Company to be issued to the Agent pursuant to Section 8.2 hereof to acquire Compensation Shares;

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Replacement Option means an Option that is granted when a Participant uses a Common Share held or to be acquired by the Participant to exercise an Option and/or to satisfy tax withholding requirements incident to the exercise of an Option.

  • Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.

  • Call Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and payment of the exercise price, as specified therein, to purchase from the writer thereof the specified underlying Securities.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of:

  • Optional Termination The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).