the Companys stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Companys capital stock immediately prior to the merger or consolidation.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Committee means a committee of the Board of Directors, as described in Section 2(a).
(h) Company means DigitalOcean Holdings, Inc., a Delaware corporation.
(i) Consultant means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
(j) Date of Grant means the date of grant specified in the applicable Award Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Award or (ii) the first day of the Participants Service.
(k) Disability means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(l) Employee means any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(m) Exchange Act means the Securities Exchange Act of 1934, as amended.
(n) Exercise Price means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.
(o) Fair Market Value means the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.
(p) Family Member means (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Participants household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Participant controls the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Participant owns more than 50% of the voting interests
(q) Involuntary Termination either the Participants (i) Termination Without Cause or (ii) Resignation for Good Reason.