Change of Control Payment Amount means the aggregate amount of all change of control, bonus, severance or other similar payments that are payable by Purchaser or any of its Affiliates (including, after the Closing, any Purchased Company) to any Participant solely as a result of the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, or any related event that occurs on or prior to the Closing (such as a termination of a Participant’s employment or service by Parent and its Affiliates on or prior to the Closing) whether payable before, on or after the Closing Date and, in each case, any employer-paid portion of any employment or payroll taxes related thereto.
Change of Control Payment Amount means an amount in Cash equal to the product of (1) the Black Scholes Warrant Value of a Warrant on a Change of Control Date immediately prior to the consummation of such Change of Control Event multiplied by (2) a fraction, (x) the numerator of which is the fair market value of the Other Property received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (as determined by an independent investment bank of national standing selected by the Company and determined by customary investment banking practices) and (y) the denominator of which is the sum of (a) the Closing Sale Price of the Registered and Listed Shares received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (if any), and (b) the fair market value (determined as above) of the Other Property as of the Change of Control Date received in exchange for a share of Common Stock in a Change of Control Event (such fraction referred to herein as the “Black Scholes Proportion”). For purposes of determining the Change of Control Payment Amount, if holders of Common Stock are entitled to receive differing forms or types of consideration in any transaction or series of transactions contemplated by the definition of “Change of Control Event,” each holder shall be deemed to have received the same proportion of Other Property and Registered and Listed Shares that all holders of Common Stock in the aggregate elected or were required to receive in such transaction or transactions.
Change of Control Payment Amount means an amount in Cash equal to the product of (1) the Black Scholes Warrant Value of a Warrant on a Change of Control Date immediately prior to the consummation of such Change of Control Event multiplied by (2) a fraction, (x) the numerator of which is the fair market value of the Other Property received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (as determined by an independent investment bank of national standing selected by the Company and determined by customary investment banking practices) and (y) the denominator of which is the sum of (a) the Closing Sale Price of the Registered and Listed Shares received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (if any) and (b) the fair market value (determined as above) of the Other Property as of the Change of Control Date received in exchange for a share of Common Stock in a Change of Control Event (such fraction referred to herein as the “Black Scholes Proportion”). For purposes of determining the Change of Control Payment Amount, if holders of Common Stock are entitled to receive differing forms or types of consideration in any transaction or series of transactions contemplated by the definition of “Change of Control Event,” each holder shall be deemed to have received the same proportion of Other Property and Registered and Listed Shares that all holders of Common Stock in the aggregate elected or were required to receive in such transaction or transactions.
Examples of Change of Control Payment Amount in a sentence
This amount for Dr. Fink includes (i) “single trigger” vesting of his Maxwell MSUs with a full value of $1,174,913 for the accelerated shares (equal to 247,350 shares), and (ii) Maxwell Time-based RSU Awards valued at $604,376 at full value for the accelerated shares (equal to 127,237 shares), which accelerate on a “double trigger” basis.
The Paying and Transfer Agent shall pay to each Holder of the Notes delivered by the Issuer under clause (2) above the portion of the Change of Control Payment Amount payable to such Holder in accordance with the procedures described in Section 4.01(c), and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any.
If the Company elects to make a Change of Control Offer, then on the Change of Control Event Date, the Company or the surviving Person (if other than the Company) shall deposit with the Warrant Agent money sufficient to pay the Change of Control Payment Amount for all Warrants.
The Warrant Agent shall promptly mail to each Holder, payment in an amount equal to the applicable Change of Control Payment Amount.
As of the Effective Date, (i) the portion of the Change of Control Payment Amount payable by the Company to each Participant pursuant to the Merger Agreement shall be offset by the Purchase Amount applicable to such Participant, and (ii) the Company shall (on account of such offset) issue to such Participant shares of Stock in an amount equal to (a) the Purchase Amount divided by (b) the product of 0.95 multiplied by the Market Price.
More Definitions of Change of Control Payment Amount
Change of Control Payment Amount has the meaning assigned to such term in Section 4.10.
Change of Control Payment Amount means $2,758,988.
Change of Control Payment Amount means for each Warrant to be purchased, the amount equal to (i) the consideration paid per share of Common Stock pursuant to the Change of Control Event minus the Exercise Price; provided that to the extent the consideration does not consist solely of cash, any non-cash consideration shall be valued (i) if such non-cash consideration is listed on one or more stock exchanges, the average of the closing or last reported sales prices of a share of non-cash consideration on the primary national or regional stock exchange on which such non-cash consideration is listed, (ii) if such non-cash consideration is not so listed or quoted but is traded in the over-the-counter market, the average of the closing bid and asked prices of a share of such non-cash consideration, in each case for the 20 Business Days (or such lesser number of Business Days as such non-cash consideration shall have been so listed, quoted or traded) next preceding the date of measurement or (iii) if neither (i) nor (ii) is applicable, by an investment bank of national reputation selected by holders of a majority of the outstanding Warrants.
Change of Control Payment Amount means an amount in Cash equal to the product of (1) the Black Scholes Warrant Value of a Warrant on a Change of Control Date immediately prior to the consummation of such Change of Control Event multiplied by (2) a fraction, (x) the numerator of which is the fair market value of the Other Property received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (as determined by an independent investment bank of national standing selected by the Company and determined by customary investment banking practices) and (y) the denominator of which is the sum of (a) the Last Reported Sales Price of the Registered and Listed Shares received in exchange for a share of Common Stock in a Change of Control Event as of the Change of Control Date (if any), and (b) the fair market value (determined as above) of the Other Property as of the Change of Control Date received in exchange for a share of Common Stock in a Change of Control Event (such fraction referred to herein as the “Black Scholes Proportion”).
Change of Control Payment Amount means the sum of all Change of Control Payments set forth on Schedule 3.1(a) and deducted from the Purchase Price.
Change of Control Payment Amount means the product of (i) the applicable number of outstanding Warrants to be purchased and (ii) the Black Scholes Value.
Change of Control Payment Amount means the aggregate amount of all liabilities of the Company, whether or not contingent, for severance, change of control payments, stay bonuses, retention bonuses, success bonuses and other bonuses, employee benefits (such as contributions to 401(k) plans and similar liabilities to any of the foregoing), in each case arising as a result of the transactions contemplated hereby and to the extent unpaid as of immediately prior to the Closing, including the payments listed on Schedule 1.1B.