Fair Market Value of an Option means the fair market value thereof as determined by the Board or the Committee.
Independent Third Party means any Person who, immediately prior to the contemplated transaction, does not own in excess of 10% of the Common Stock on a fully-diluted basis (a 10% Owner), who is not controlling, controlled by or under common control with any such 10% Owner and who is not the spouse or descendant (by birth or adoption) of any such 10% Owner or a trust for the benefit of such 10% Owner and/or such other Persons.
Investors means Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P. and/or any transferee of Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P. and any Affiliate of any of the foregoing Persons that holds Common Stock, and Investor means any of the Investors individually.
[Investor Fund means one or more equity buy-out investment funds (including Vista Equity Partners Fund VI, L.P.) managed or controlled by VEPF Management, L.P. or any successor management company, and any of such funds respective portfolio companies, (excluding the Company and its Subsidiaries) and their respective partners, members, directors, employees, stockholders, agents, any successor by operation of law (including by merger) of any such Person, and any entity that acquires all or substantially all of the assets of any such Person in a single transaction or series of related transactions.]
Investor Returns Target means $1,170,000,000.
IPO means the Companys initial public offering and sale of its equity pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission under the Securities Act.
LLC means Kavacha Topco, LLC.
LLC Options means options to purchase LLC Units, previously granted under the LLC Plan.
LLC Units means units in the LLC.
Option means any option enabling the holder thereof to purchase any shares of Common Stock granted by the Committee pursuant to the provisions of this Plan.
Option Shares means the shares of Common Stock acquired (or to be acquired) pursuant to the exercise of any Option.
Original Cost of each Option Share will be equal to the price paid therefor (in each case, as proportionally adjusted for all splits, dividends, distributions and other recapitalizations affecting such Shares subsequent to any such purchase).
Participate (and the correlative terms Participating and Participation) includes any direct or indirect ownership interest in any enterprise or participation in the management of such enterprise, whether as an officer, manager, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise.