Closing Options Payout Amount definition

Closing Options Payout Amount. Section 2.8(i)
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Closing Options Payout Amount shall have the meaning set forth in Section 1.6(a) (Treatment of Company Options, Company RSUs and Company Warrants).
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Closing Options Payout Amount shall have the meaning set forth in Section 1.6(a) of this Agreement.
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Examples of Closing Options Payout Amount in a sentence

  • Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement.

  • Any applicable withholding Taxes in respect of the portion of the Expense Fund borne by Equityholders in respect of Vested Options shall be withheld from their portion of the Closing Options Payout Amount paid at or in connection with Closing.

  • Purchaser shall have no obligation with respect to any payments required to be made to the holders of the Terminated Options or any tax withholding or related obligations applicable thereto other than to fulfill its obligation to pay the Closing Options Payout Amount to the Company or its designee in accordance with Sections 2.1(c) and 2.2(b).

  • Exhibit 1 attached hereto sets forth the anticipated payments to each Selling Shareholder in consideration for such Selling Shareholder’s Shares, assuming the conversion of all Outstanding Convertible Notes, the payment of the Closing Options Payout Amount, and the net-exercise of the UMG Warrant.

  • The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes).

  • At the Closing, the Purchaser shall pay to the Company the Closing Options Payout Amount by wire transfer of immediately available funds to the account which is designated by the Company in writing at least three Business Days prior to the Closing as set forth on the Closing Payment Schedule.

Related to Closing Options Payout Amount

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Company Equity Awards means the Company Options, Company PSUs and Company RSUs.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • 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.

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.