Company Option Consideration definition

Company Option Consideration shall have the meaning set forth in Section 3.3(a).
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Company Option Consideration means, with respect to any share of Company Common Stock issuable under a particular Company Option, an amount equal to (i) the Merger Price per share of Company Common Stock, less (ii) the exercise price payable in respect of each share of Company Common Stock issuable under such Company Option.
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Company Option Consideration has the meaning ascribed to such term in Section 2.8(a).
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Examples of Company Option Consideration in a sentence

  • The Acquiring Parties shall cause the Surviving Corporation to pay through the payroll system of the Surviving Corporation (to the extent applicable) to each holder of a Company Equity Award the Company Option Consideration, Company RSU Consideration and Company PSU Consideration, as applicable, less any required withholding Taxes and without interest, within two (2) Business Days following the Effective Time, subject to any requirements under applicable Law.

  • From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Company Option Consideration, if any.

  • The payment of the Company Option Consideration will be subject to withholding for all required Taxes.

  • Following the Effective Time, no Vested Company Option shall remain outstanding, and each former holder of a Vested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company Option Consideration in exchange for such Vested Company Option in accordance with this Section 2.8(c)(i).

  • Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any Company Option Consideration otherwise payable to any holder or former holder of Company Options pursuant to this Agreement such amounts as Parent or the Surviving Corporation determines are required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other Legal Requirement.

  • Parent shall cause the Surviving Corporation to pay through the payroll system of the Surviving Corporation (to the extent applicable) to each holder of a Company Equity Award the Company Option Consideration, Company RSU Consideration and Company PSU Consideration, as applicable, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time.

  • For the avoidance of doubt, each Company Option that is unvested and is not a Substitute Option shall be cancelled as of immediately prior to the Effective Time if not exercised prior to such time without payment other than the Company Option Consideration in settlement therefor, and the Company shall take all necessary action to provide for such cancellation and treatment.

  • Except as otherwise provided in this Agreement, any Company Option Consideration due and owing shall be paid, without interest, as soon after the Closing Date as shall be practicable.

  • Each outstanding Company Option so converted shall, immediately following such conversion, be cancelled and the holder thereof shall have no further rights with respect to such Company Option other than the right to receive the Company Option Consideration applicable thereto for each share subject to such Company Options as determined in accordance with the terms of this Agreement upon surrender of proper documentation under Section 1.4 below, without interest.

  • At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate (i) Vested Company RSU Consideration owed to all holders of Vested Company RSUs, (ii) Vested Company PSU Consideration owed to all holders of Vested Company PSUs and (iii) Vested Company Option Consideration owed to all holders of Vested Company Options.


More Definitions of Company Option Consideration

Company Option Consideration with respect to any Company Option shall be equal to the product of (I) the Company Option Net Shares of such Company Option, multiplied by (II) the Cash Election Consideration. The “Company Option Net Shares” of any Company Option shall be equal to the quotient of (x) the product of (1) the excess of (X) the Cash Election Consideration over (Y) the applicable per share exercise price of such Company Option, multiplied by (2) the total number of shares of Company Common Stock subject to the vested portion of such Company Option, divided by (y) the Per Share Amount.
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Company Option Consideration has the meaning set forth in Section 2.4(b) to this Agreement.
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Company Option Consideration shall have the meaning set forth in Section 1.6(c)(i).
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Company Option Consideration means an amount equal to the product of all shares of Parent Common Stock that will be issuable upon exercise of the Parent Options into which the Company Options convert times the Parent Common Stock Value.
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Company Option Consideration means the amount by which the Fully Diluted Per Share Value exceeds the exercise price per share of each share of Common Stock subject to such Company Option. For purposes hereof, the term “Aggregate Company Option Consideration” shall mean the aggregate amount of Company Option Consideration for all Company Options. Each outstanding Company Option so converted shall, immediately following such conversion, be cancelled and the holder thereof shall have no further rights with respect to such Company Option other than the right to receive the Company Option Consideration applicable thereto for each share subject to such Company Options as determined in accordance with the terms of this Agreement upon surrender of proper documentation under Section 1.4 below, without interest. A schedule of Company Options outstanding on the date of this Agreement is attached to this Agreement as Schedule 1.2(d). The Company shall amend and restate Schedule 1.2(d) for purposes of the Closing to reflect any changes in such schedule between the date of this Agreement and the Closing Date.
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Company Option Consideration shall have the meaning set forth in Section 2.2(f)(ii).
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Related to Company Option Consideration

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company Option Plans means the Company 1994 Incentive Stock Plan, the Company 1995 Outside Director’s Stock Option Plan and the Company 2004 Incentive Stock Plan.

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration means $1,200,000,000.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Company Optionholders means the holders of Company Options.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.