Company Option Merger Consideration definition

Company Option Merger Consideration has the meaning set forth in Section 3.1(b)(ii).

Company Option Merger Consideration means the amount payable to the holders of Vested Company Options at the Effective Time in accordance with Section 2.2 (d).

Examples of Company Option Merger Consideration in a sentence

• Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon, at the Effective Time or as soon practicable thereafter (but in no event later than the date which is the later of (x) five (5) Business Days after the Effective Time and (y) the date of the Company’s first regularly scheduled payroll after the Effective Time).

• Except as otherwise agreed to in writing by Parent and any Company Optionholder with respect to any of such Company Optionholder’s Company Options, all payments of Company Option Merger Consideration shall be made (without interest) in accordance with Section 3.1(e) and net of any amounts that are required to be withheld or deducted under the Code or any applicable provision of Law.

• At or prior to the Effective Time, Parent shall deposit and make available to the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration or the Company RSU Merger Consideration) (the “Exchange Fund”).

• Parent shall cause the Surviving Corporation to pay the In-the-Money Company Option Merger Consideration to the holder of the applicable In-the-Money Company Stock Option at or reasonably promptly after the Effective Time (but in no event later than three Business Days after the Effective Time).

• Thereafter, any Company Equityholder, to the extent such Person has not theretofore complied with Section 3.2(b)(i) shall look only to Parent for, and Parent shall remain liable for the portion of the Company Capital Stock Merger Consideration and/or the Company Option Merger Consideration to which such Company Stockholders and/or Company Optionholders are entitled pursuant to this Agreement.

• Subject to compliance by each Company Optionholder with Section 3.2(c), all payments of (x) Company Option Closing Consideration shall be made pursuant to Section 3.2(b) and (y) Additional Company Option Merger Consideration (if any) shall be made pursuant to Section 3.4(f), Section 3.5 and Section 3.7(d), as applicable.

• Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon and subject to deduction for any required withholding Tax as contemplated in Section 1.6, at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) Business Days after the Effective Time).

• Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.6, at the Effective Time or at the Company’s next ordinary course payroll date (but in no event later than twenty (20) Business Days after the Effective Time).

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• Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration to each holder of the applicable Options through its payroll at or reasonably promptly after the Effective Time (but in no event later than three (3) Business Days after the Effective Time).