Closing Option Payment definition

Closing Option Payment has the meaning set forth in SECTION 2.4(a).

Closing Option Payment is defined in Section 2.8(a).

Closing Option Payment means the portion of the Closing Merger Consideration each Optionholder will be entitled to receive at the Closing, which shall equal the product of (i) the Closing Option Per Share Merger Consideration, multiplied by (ii) the number of shares of Common Stock related to such Option.

Examples of Closing Option Payment in a sentence

• In addition, simultaneously with the Closing, Purchaser shall pay, or cause to be paid, to the Surviving Corporation, from the Merger Consideration, the aggregate Closing Option Payment Amounts for further prompt distribution by the appropriate Amtrol Company to the applicable Company Optionholders in accordance with Section 2.4(e)(i) of this Agreement.

• Notwithstanding anything in this Agreement to the contrary: (i) each Company Stock Option shall be cancelled at the Effective Time, regardless of whether a Closing Option Payment is paid; and (ii) the right of each holder of a Vested Company Stock Option to receive the consideration contemplated by this SECTION 2.4(a) shall be conditioned on such option holder’s execution and delivery to the Company of an Option Cancellation Letter in the form attached hereto as Exhibit B.

• Until cancelled in accordance with this Section 1.9(f), each In-The-Money Company Option will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the holder’s Closing Option Payment, portion of the Earnout Consideration, if any, portion of the Escrow Fund, if any, and portion of the Entitled Holders’ Agent Expense Fund, if any, that such holder shall have the right to receive as set forth in Section 1.8(f)(ii) of this Agreement.

• If the Optionholder executes and delivers an executed version of this Agreement to the Company before Closing, then the Closing Option Payment will be paid at or promptly after Closing, and the Post- Closing Option Payments, if any, will be paid to the Optionholder on the same terms and conditions as such amounts are paid to holders of Common Stock (in respect thereof), promptly after it becomes due.

• For the avoidance of doubt, each Stockholder and Optionholder will receive the difference between (x) the amounts payable to such Stockholder or Optionholder based upon the calculations and re-calculations contemplated by this Section 1.07(f) and (y) the Closing Stock Payment or Closing Option Payment received at the Closing by such Stockholder or Optionholder, as applicable.

• For the avoidance of doubt, each Stockholder and Optionholder will receive the difference between (x) the amounts payable to such Stockholder or Optionholder based upon the calculations and re-calculations contemplated by this Section 1.08 and (y) the Closing Stock Payment or Closing Option Payment received by such Stockholder or Optionholder, as applicable.

• At or after the Closing, upon delivery by an In-the-Money Optionholder holding Nonemployee Options of a Letter of Transmittal, Buyer shall cause the Paying Agent to pay to such Optionholder the Closing Option Payment payable to such Optionholder as set forth on the Closing Certificate.

• Should Redbox choose to exercise the DVDXpress Option, it shall be responsible for all payments in connection therewith and shall pay all such amounts in cash and shall have no right to request or to cause Coinstar to issue any equity securities to pay the Closing Option Payment, even though the DVDXpress Option otherwise permits the use of such equity securities in partial satisfaction of the amounts due to DVDXpress under the DVDXpress Credit Agreement.

More Definitions of Closing Option Payment

Closing Option Payment means an amount equal to the excess of (i) the product of (A) the Per Share Closing Payment multiplied by (B) the number of shares of Company Common Stock subject to In-the-Money Company Options held by such holder immediately prior to the Effective Time over (ii) the aggregate exercise price of all such In-the-Money Company Options held by such holder immediately prior to the Effective Time.

Closing Option Payment means an amount paid by the Company immediately prior to Closing to each optionholder who elects to cancel their In-The-Money-Option pursuant to an Option Cancellation Agreement that is equal to the aggregate exercise price of each In-The-Money Option held by such optionholder and subject to an Option Cancellation Agreement.

Closing Option Payment is defined in Section 1.5(a)(iii)(A).