Aggregate Option Payment definition

Aggregate Option Payment means an amount of cash equal to the sum of the Option Payments for all Company Options outstanding as of immediately prior to Closing.
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Aggregate Option Payment means the aggregate amount payable to the Company Optionholders pursuant to Section 2.7(a)
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Aggregate Option Payment means the aggregate amount (net of applicable exercise prices) payable to the Company Optionholders pursuant to Section 2.2(a)(i).
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Examples of Aggregate Option Payment in a sentence

  • If a distribution, subdivision or combination of Units would result in the issuance of fractional Units, each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

  • Accordingly, as soon as practicable prior to the Closing Date and based on the certification referred to above, Buyer and Sellers' Representative shall jointly calculate (a) the Initial Per Share Amount, (b) the Option Payment Amount and the Aggregate Option Payment Amount, and (c) the Initial Aggregate Common Stock Payment Amount.

  • An amount of cash equal to the Aggregate Option Payment shall be delivered by Parent promptly after the Effective Time to the Company.

  • The “Stockholders’ Representative” shall initially be Norwest Equity Partners IX, L.P. By the execution and delivery of this Agreement, each Selling Stockholder, and by acceptance from each Option Holder of their respective portion of the Aggregate Option Payment, each Option Holder, hereby irrevocably constitutes and appoints the Stockholders’ Representative as his, her or its true and lawful agent, attorney-in-fact and representative to act hereunder in accordance with the terms hereof.

  • Notwithstanding the foregoing, Taxes incurred by an Acquired Company with respect to the Merger Consideration (including employer Taxes related to the Aggregate Option Payment) shall not be treated as Taxes attributable to a Pre-Closing Tax Period because such amounts are already included within Transaction Expenses for which the Equityholders are responsible.

  • The Aggregate Purchase Price and the Aggregate Option Payment are based on the assumption that the net worth of Langer on the closing of the Merger shall be $2,522,500 (the "Target Net Xxxxx") and that the Net Working Capital (as defined below) of Langer on the closing of the Merger shall be $1,917,500 ("Target Net Worxxxx Xapital").


More Definitions of Aggregate Option Payment

Aggregate Option Payment means the aggregate amount payable to the Company Optionholders pursuant to Section 2.7(a)(A).
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Aggregate Option Payment means the aggregate Option Cancellation Consideration payable to all holders of In-the-Money Options.
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Aggregate Option Payment has the meaning set forth in Section 2.05(a).
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Aggregate Option Payment. Section 2.2.1.4 “Agreement” Preamble
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Related to Aggregate Option Payment

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Initial Payment means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Aggregate Class B Interest Distributable Amount With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class B Notes as of such Distribution Date and (ii) the Class B Interest Carryover Shortfall as of the close of the preceding Distribution Date.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Non-Payment Period Rate means, initially, 200% of the applicable Reference Rate (or 275% of such rate if the Corporation has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to paragraph 2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of AMPS), provided that the Board of Directors of the Corporation shall have the authority to adjust, modify, alter or change from time to time the initial Non-Payment Period Rate if the Board of Directors of the Corporation determines and Moody's and S&P (and any Substitute Rating Agency in lieu of Moody's or S&P in the event either of such parties shall not rate the AMPS) advise the Corporation in writing that such adjustment, modification, alteration or change will not adversely affect their then-current ratings on the AMPS.

  • Minimum Redemption Amount has the meaning specified in the applicable Final Terms;

  • Series A Distribution Payment Date has the meaning assigned to such term in Section 5.11(b)(i)(A).

  • Automatic Early Redemption Amount means the Automatic Early Redemption Amount specified in the relevant Final Terms.

  • Aggregate Class A Interest Distributable Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Note Class Interest Distributable Amount for each class of the Class A Notes as of such Distribution Date and (ii) the Class A Interest Carryover Shortfall as of the close of the preceding Distribution Date.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Maximum Redemption Amount has the meaning specified in the applicable Final Terms;

  • Net advance amount means the gross advance amount less the aggregate amount of the actual and estimated transfer expenses required to be disclosed under section 3(e).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Optional Redemption Amount (Put) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

  • Termination Payments has the meaning specified in Section 10(a).

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Non-Payment Period means, with respect to each series of AMPS, any period commencing on and including the day on which the Corporation shall fail to (i) declare, prior to the close of business on the second Business Day preceding any Dividend Payment Date, for payment on or (to the extent permitted by paragraph 2(c)(i) of these Articles Supplementary) within three Business Days after such Dividend Payment Date to the Holders as of 12:00 noon, New York City time, on the Business Day preceding such Dividend Payment Date, the full amount of any dividend on shares of AMPS payable on such Dividend Payment Date or (ii) deposit, irrevocably in trust, in same-day funds, with the Auction Agent by 12:00 noon, New York City time, (A) on such Dividend Payment Date the full amount of any cash dividend on such shares payable (if declared) on such Dividend Payment Date or (B) on any redemption date for any shares of AMPS called for redemption, the Mandatory Redemption Price per share of such AMPS or, in the case of an optional redemption, the Optional Redemption Price per share, and ending on and including the Business Day on which, by 12:00 noon, New York City time, all unpaid cash dividends and unpaid redemption prices shall have been so deposited or shall have

  • Swing Line Participation Amount as defined in Section 2.7.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Current Class A Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.