Option Consideration; Payment Timing Sample Clauses

Option Consideration; Payment Timing. As promptly as reasonably practicable following the Effective Time, and in any event not later than the second business day thereafter, Parent shall transfer, or cause to be transferred, to the account designated by the 102 Trustee, in cooperation with the Company, the aggregate Option Consideration that holders of Options are entitled to receive pursuant to Section 2.3(a); provided, that in lieu of making such deposit, Parent may elect to pay such Option Consideration directly to such holders through the Surviving Company’s or its applicable Subsidiaries’ ordinary payroll mechanisms or through some other payment procedure, unless such payment mechanism will result in the loss of a Tax benefit otherwise available to the applicable Option holder or is prohibited by the terms of the applicable Company Share Plan or applicable Law. All payments with respect to Options, as set forth on Section 3.2(a) of the Company Disclosure Schedule (the “Option Schedule”), shall be delivered, or caused to be delivered, by Parent to the 102 Trustee, as soon as reasonably practicable after the Effective Time (but not later than the second business day thereafter), to be held and distributed pursuant to the agreement with the 102 Trustee, the terms governing the applicable Option and applicable Laws (including the provisions of Section 102 of the Ordinance and the rules and regulations promulgated thereunder) and the Options Tax Ruling is obtained. The 102 Trustee shall comply with any applicable Israeli Tax withholding requirements with respect to payments in respect of Company 102 Securities and with any procedures required by the Options Tax Ruling, if obtained.
Sample 1
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Option Consideration; Payment Timing. At Closing and subject to Sections 3.3.7 (Withholding Rights) and Section 13 (Israeli Tax Rulings), if obtained, Parent shall transfer, or cause to be transferred, to the account designated by the 102 Trustee the aggregate consideration that holders of Vested Options that are Company 102 Options and Company 102 Shares (the “Plan Securities”) are entitled to receive pursuant to Sections 3.1.2 and 3.1.3. All such payments with respect to Plan Securities shall be held and distributed in accordance with the terms of and subject to the conditions set forth in Sections 3.1.2 and 3.1.3 above, and pursuant to the agreement with the 102 Trustee, the terms governing the applicable Plan Security and applicable Laws (including the provisions of section 102 of the Ordinance and the Options Tax Ruling, if obtained). Parent shall instruct the 102 Trustee to comply with any applicable Israeli Tax withholding requirements with respect to payments in respect of Plan Securities and with any procedures required by the Options Tax Ruling, if obtained. The holders of Cashed-Out Options (other than Cashed-Out Options that are Company 102 Options) shall be entitled to receive such amounts of cash in accordance with the terms of Sections 3.1.3, 3.3.7 and 9.4. The holders of Cashed-Out Options subject to section 102 of the Ordinance shall be entitled to receive such amounts of cash pursuant to the provisions of Section 9.4. Parent shall irrevocably instruct the 102 Trustee to deliver the cash to be paid pursuant to Section 3.1.3 and this Section 3.2 out of the Exchange Fund (as defined below). All payments detailed in this Section 3.2 shall be referred to as “Option Consideration”.
Sample 1

Related to Option Consideration; Payment Timing

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Transaction Consideration The Transaction Consideration;

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Stock Consideration 3 subsidiary...................................................................53

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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