11.22 Exchange Act means the Securities Exchange Act of 1934, as amended.
11.23 Fair Market Value means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Class A Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Class A Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Class A Common Stock, the Administrator will determine the Fair Market Value in its discretion.
Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Companys initial public offering, the Fair Market Value shall mean the initial public offering price of a Share of Class A Common Stock as set forth in the Companys final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.
11.24 Founders Awards means the Restricted Stock Unit awards covering an aggregate of 24,633,066 Shares, to be granted to each of Doug Hirsch and Trevor Bezdek on the Closing Date.
11.25 Fully Diluted Shares means, as of any given date, the sum of (i) the total number of outstanding Shares of Class A Common Stock and Class B Common Stock, excluding any shares of preferred stock that may be converted and (ii) the total number of Shares of Class A Common Stock and Class B Common Stock underlying equity awards granted under the Plan or the Prior Plan with respect to which Shares have not actually been issued, in each case as of such date.
11.26 Greater Than 10% Stockholder means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
11.27 Incentive Stock Option means an Option intended to qualify as an incentive stock option as defined in Section 422 of the Code.
11.28 Non-Qualified Stock Option means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.
11.29 Option means an option to purchase Shares, which will either be an Incentive Stock option or a Non-Qualified Stock Option.
11.30 Other Stock or Cash Based Awards means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.
11.31 Overall Share Limit means the sum of (a) 35,000,000 Shares; (b) if, on the Closing Date, the number of Shares in subclause (a) equals less than 8% of the Fully Diluted Shares as of the Closing Date, an increase to the Overall Share Limit on the Closing Date in an amount such that the aggregate number of Shares available for issuance pursuant to Awards which may be granted under the Plan (including Shares subject to then-outstanding Awards granted under the Plan, other than the Founders Awards) after such increase is equal to 8% of the Fully Diluted Shares on the Closing Date; (c) 24,633,066 Shares; (d)