Cash Option Payment definition

Cash Option Payment as defined in Section 4.3(i);
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Cash Option Payment shall have the meaning set forth in Section 3.3.9.
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Cash Option Payment means, with respect to any Company Stock Option, an amount equal to the excess of the Cash Consideration over the per Share exercise price of such Company Stock Option.
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Examples of Cash Option Payment in a sentence

  • Prior to the Effective Time, GLB shall use its reasonably best efforts to obtain the written consent of each option holder to the cancellation of the GLB Options in exchange for the Cash Option Payment, provided that the failure to obtain each consent shall not be a breach of this agreement, provided further that the execution of this Agreement confirms the agreement of Xxxxxx X.

  • In Israel, NGOs are not involved in the establishment of a specialist mediation service for cross-­‐border family conflicts.

  • Prior to the Effective Time, Allegiance Bank shall obtain the written consent of each option holder to the cancellation of the Allegiance Bank Options in exchange for the Cash Option Payment.

  • The Company shall hold the Estimated Payment Fund in a segregated account on behalf of the Stockholders and use such funds for the sole purposes of (i) delivery of the Cash Option Payment, and (ii) delivery of the Closing Per Share Amount in respect of Shares issued and outstanding immediately prior to Closing.

  • If the Option Closing Date is accelerated pursuant to this Section 1.2(e) the parties shall immediately make the payments and deliveries specified in Section 1.4(b); provided, however, that the payment of the Cash Option Payment by BioMarin Acquisition to Medicis pursuant to Section 1.4(b)(ii) and the delivery of the BioMarin Payment Shares by BioMarin to Medicis pursuant to Section 1.4(b)(iii) shall not occur until the Target Closing Date.

  • Prior to the Effective Time, FedFirst shall take all actions as necessary to give effect to the transactions contemplated by this Section 3.4(b), including, without limitation, obtaining written consent from each option holder to the cancellation of the FedFirst Stock Options in exchange for the Cash Option Payment.

  • The immunity provisions must, in accordance with the accepted principles of interpretation, be construed strictly and unless persons claiming the Immunity come strictly within the terms of the provisions granting the immunity, the immunity cannot be extended.

  • Notwithstanding the foregoing, holders of all unexercised Guaranty Financial Options that have expired in accordance with the terms of the Guaranty Financial Option Plans prior to the Effective Time shall not be entitled to the Cash Option Payment.

  • Prior to the Effective Time, Guaranty Financial shall use its reasonable best efforts to obtain the written consent of each option holder to the cancellation of the Guaranty Financial Options in exchange for the Cash Option Payment, provided that the failure to obtain each consent shall not be a breach of this agreement.

  • All payments to the holders of Options of their share of the Closing Purchase Price, which is limited to the Cash Option Payment as defined in Exhibit F, shall be made to an account of the Company and shall be distributed by the Sellers' Representative from such account after subtraction for appropriate payroll withholding, to the holders of Options.


More Definitions of Cash Option Payment

Cash Option Payment means, in the aggregate for the Seller and the MEP Trustee, an amount in cash (in GBP, converted at the Applicable Exchange Rate) equal to the greater of (1) the Fair Market Value of the applicable Prohibited Consideration (for the avoidance of doubt, together with the Fair Market Value of any other shares and/or other property that, in the absence of the Cash Option, would have otherwise been deliverable, together with such Prohibited Consideration, to the Seller and the MEP Trustee in lieu of the Second Step Buyer Shares pursuant to Section 3.06) and (2) the product of the number of Second Step Buyer Shares as set forth in Section 3.02(b) and the higher of (i) the Original Share Issuance Price (in GBP, converted at the Applicable Exchange Rate) and (ii) the per share price of the Buyer Common Shares (in GBP, converted at the Applicable Exchange Rate) that was agreed upon by the parties in the Buyer Change of Control (for the avoidance of doubt, together with the Fair Market Value of any other shares and/or other property that, in the absence of the Cash Option, would have otherwise been deliverable, together with such Prohibited Consideration, to the Seller and the MEP Trustee in lieu of the Second Step Buyer Shares pursuant to Section 3.06).
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Related to Cash Option Payment

  • Option Payment shall have the meaning set forth in Section 3.4.

  • Cash Payment has the meaning set forth in Section 2.02(a).

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

  • Cash Exchange Payment means an amount in cash equal to the product of (i) the number of shares of Class A Common Stock into which the surrendered Paired Interests are exchangeable and (ii) the VWAP of the Class A Common Stock for the five consecutive full Trading Days immediately prior to the date of delivery of the relevant Notice of Exchange.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –

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

  • Individual Settlement Payment means the amount payable from the Net

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • 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.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Delta Payment means as it is described in this Agreement.

  • Structured settlement payment rights means rights to receive periodic payments under a structured settlement, whether from the structured settlement obligor or the annuity issuer, where:

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

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