capital stock of the entity to one or more Persons, (ii) the sale of all or substantially all of the assets of the entity (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization), or (iii) the liquidation, dissolution or winding up of the entity.
(g) Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(h) Committee means a committee appointed by the Board in accordance with Section 2 of the Plan.
(i) Common Stock means the Companys common stock, $0.0001 par value, subject to substitution or adjustment as provided in Section 3(c) hereof.
(j) Control means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (the terms Controlled by and under common Control with shall have correlative meanings).
(k) Director means a member of the Board.
(l) Disability means a condition rendering a Participant Disabled.
(m) Disabled with respect to a particular Participant will have the same meaning as set forth in any long-term disability policy or program sponsored by the Company or any Affiliate covering such Participant, as in effect as of the date of such determination, or if no such policy or program shall be in effect, Disabled will have the meaning as set forth in Section 22(e)(3) of the Code.
(n) Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
(o) Fair Market Value of a Share, means, as of any date: (i) the closing price of the Share as reported on the principal nationally recognized stock exchange on which the type of Shares are traded on such date, or if no prices are reported with respect to such Shares on such date, the closing price of the Share on the last preceding date on which there were reported prices of such Shares or (ii) if Shares of that type are not listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the Fair Market Value will be determined in good faith by the Board acting in its discretion based upon the reasonable application of a reasonable valuation method taking into account the facts and circumstances existing on the valuation date, which determination will be conclusive.
(p) Incentive Stock Option means any Option intended to be and designated as an Incentive Stock Option within the meaning of Section 422 of the Code.
(q) Non-Employee Director will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the U.S. Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.
(r) Non-Qualified Stock Option means any Option that is not an Incentive Stock Option.
(s) Option means any option to purchase Shares (including Restricted Stock, if the Board so determines) granted pursuant to Section 5 hereof.
(t) Parent means a parent corporation of the Company (or, in the context of Section 15(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(e) of the Code.
(u) Participant means an employee, leased employee, consultant, Director or other service provider of the Company or any of its Affiliates to whom an Award is granted.
(v) Person means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association.
(w) Restricted Stock means Shares that are subject to restrictions pursuant to Section 7 hereof.
(x) Restricted Stock Purchase Agreement means a written agreement between the Company and a Participant evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Award Agreement.