Closing Option Consideration definition

Closing Option Consideration has the meaning set forth in Section 1.04(c).

Closing Option Consideration means, for each vested In-the-Money Option, the amount equal to the product obtained by multiplying (A) the amount by which the Fully-Diluted Per-Share Closing Consideration exceeds the exercise price of such vested In-the-Money Option and (B) the aggregate number of shares of Common Stock subject to such vested In-the-Money Option (rounded down to the nearest whole cent).

Closing Option Consideration means, for each In-the-Money Option, the amount equal to the product obtained by multiplying (A) the amount by which the Per Share Closing Cash Consideration exceeds the exercise price of such In-the-Money Option and (B) the aggregate number of shares of Common Stock subject to such In-the-Money Option (rounded down to the nearest whole cent).

Examples of Closing Option Consideration in a sentence

• Pursuant to the Merger Agreement, the Options will be converted at the Effective Time into the right to receive (a) a portion of the Closing Option Consideration, if any, in accordance with the terms and conditions of the Merger Agreement and (b) the proceeds, if any, distributed pursuant to Section 1.05(l) of the Merger Agreement, Section 1.13 of the Merger Agreement, and/or from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement.

• Concurrently with the US Company’s next payment of payroll in the ordinary course, the US Company shall cause such portion of the Closing Option Consideration to be paid to each Optionholder through payroll, less all amounts deducted or withheld, if any, with respect to such payment pursuant to Section 1.3(d), which such amounts shall be remitted to the applicable Tax authorities.

• Notwithstanding the foregoing, if the exercise price of the applicable Company Option is equal to or greater than the Closing Option Consideration, such Company Option shall be cancelled without any payment being made in respect thereof.

• At or prior to the Closing, Buyer and Merger Sub shall, in accordance with and subject to Section 1.7(b), deposit, or cause to be deposited, an amount equal to the Closing Merger Consideration less the Aggregate Closing Option Consideration and less the Excluded Shares Closing Merger Consideration with the Paying Agent for the benefit of the Shareholders (other than with respect to Excluded Shares), by wire transfer of immediately available funds.

• The cash portion of the Closing Option Consideration for the Options to which the undersigned is entitled to receive will be subject to applicable taxes and such payment(s) will be paid through HealthPocket’s payroll system following the Merger.

More Definitions of Closing Option Consideration

Closing Option Consideration has the meaning set forth in Section 3.4(a)(ii).

Closing Option Consideration means, with respect to each In-the-Money Option, an amount equal to the product of (a) the number of shares of Common Stock subject to such In-the-Money Option, and (b) the excess of (i) the Closing Per Share Merger Consideration over (ii) the exercise price of such In-the-Money Option.

Closing Option Consideration means, for each Vested Option, the amount equal to the product obtained by multiplying (a) the amount by which the Per Share Closing Merger Consideration exceeds the exercise price of such Vested Option, and (b) the aggregate number of shares of Common Stock underlying the Vested Option as of the Effective Time (rounded down to the nearest whole cent).

Closing Option Consideration means, with respect to each Company Option, an amount in cash equal to (a) (i) the Offer Price (or, if the Effective Time occurs earlier than the Acceptance Time, the Merger Consideration) minus (ii) the exercise price per share attributable to such Company Option, multiplied by (b) the total number of Shares issuable upon exercise in full of such Company Option; the product of (a) and (b) rounded down to the nearest whole cent.

Closing Option Consideration means, with respect to a holder of Vested Company Options, a dollar value equal to (a) the product of (i) the Per Share Consideration and (ii) the aggregate number of Common Shares into which such holder’s Vested Company Options would have been converted upon exercise immediately prior to the Effective Time, minus (b) the aggregate amount such holder would be required to pay to the Company if such holder exercised all of his or her outstanding Vested Company Options immediately prior to the Effective Time, such amount rounded to the nearest whole cent and computed after aggregating cash amounts for all shares of Vested Company Options held by such Company Optionholder immediately prior to the Effective Time.

Closing Option Consideration is defined in Section 1.2.

Closing Option Consideration means, with respect to each Option had it been outstanding and fully vested and exercised in full immediately prior to the Effective Time, (a) (i) the Common Stock Closing Consideration, multiplied by (ii) the number of Common Shares issuable upon the exercise of such Option, minus (b) (i) the per share exercise price of such Option in effect immediately prior to the Effective Time, multiplied by (ii) the number of Common Shares issuable upon the exercise of such Option.