Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.
Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option.
Option or Stock Option means any option to purchase Shares granted pursuant to Section 6.
Option Shares means outstanding Shares that were issued to a Holder upon the exercise of a Stock Option.
Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
Permitted Transferees shall mean Grantees spouse, former spouse, children, stepchildren, brothers, sisters, nephews, nieces, grandchildren, parent, grandparent, mother-in-law, father-in-law, son-in-law or daughter-in-law, including adoptive relationships (family members), a trust in which the Grantee and the Grantees family members have more than 50 percent of the beneficial interests or any other entity in which the Grantee and Grantees family members own more than 50 percent of the voting interests. Upon the death of the Grantee, the term Permitted Transferees shall also include such deceased Grantees estate, executives, administrators, personal representatives, heirs, legatees and distributees, as the case may be.
Person shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.
Repurchase Event means (i) a Termination of Service, (ii) the Holders Bankruptcy, (iii) the consummation of a Sale Event, or (iv) a Restrictive Covenant Breach.
Restricted Stock Award means Awards granted pursuant to Section 7 and Restricted Stock means Shares granted pursuant to such Awards.
Restrictive Covenant Breach means a breach by the Grantee of an Award of any written non-competition covenant, non-solicitation covenant or confidentiality covenant owing to the Company, determined in each such case by the Board in its good faith judgment. The date of a Restrictive Covenant Breach shall be deemed to be the date upon which the Board or chief executive officer of the Company first learns of such Restrictive Covenant Breach.
Sale Event means the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an Unrelated Person, (iii) a merger, reorganization or consolidation in which the outstanding Shares are converted into or exchanged for securities of the successor entity and the holders of the Companys outstanding voting power immediately prior to such transaction do not