(j) Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
(k) Fair Market Value shall mean, as of any date, the value of a share of Common Stock determined as follows:
i. if such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (collectively, the Nasdaq Market), its closing price on the Nasdaq Market on the date of determination, or if there are no sales for such date, then the last preceding business day on which there were sales, as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;
ii. if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;
iii. if such Common Stock is publicly traded but is neither quoted on the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable; or
iv. if none of the foregoing is applicable, by the Board or the Committee in good faith.
(l) Non-Section 423 Component means the part of the Plan which is not intended to meet the requirements set forth in Section 423 of the Code.
(m) Notice Period shall mean within two (2) years from the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased.
(n) Offering Date shall mean the first business day of each Offering Period.
(o) Offering Period shall mean a period with respect to which the right to purchase Common Stock may be granted under the Plan, as determined by the Committee pursuant to Section 5(a).
(p) Parent shall have the same meaning as parent corporation in Sections 424(e) and 424(f) of the Code.
(q) Participant shall mean an eligible employee who meets the eligibility requirements set forth in Section 4 and who elects to participate in this Plan pursuant to Section 6(b).
(r) Participating Corporation shall mean any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.
(s) Plan shall mean this Impel NeuroPharma, Inc. 2021 Employee Stock Purchase Plan, as may be amended from time to time.
(t) Purchase Date shall mean the last business day of each Purchase Period.
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