Employee Option Consideration definition

Employee Option Consideration has the meaning set forth in Section 2.3(b).
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Employee Option Consideration means consideration payable in respect of Options granted to any holder who was an employee of the Company or any of its Subsidiaries for applicable employment tax purposes at the time the Option was granted. For the avoidance of doubt, such consideration shall be Employee Option Consideration even if the holder ceased to be an employee for employment tax purposes prior to the vesting of such Option (including by reason of becoming a “partner” for U.S. federal income tax purposes).
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Employee Option Consideration means the aggregate amount of In-the-Money Option Payments to be made to current or former employees of the Company in accordance with Section 2.03.
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Examples of Employee Option Consideration in a sentence

  • Parent shall, or shall cause the Surviving Corporation to, deliver the Former Employee Option Consideration to each holder of Former Employee Options, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time.

  • Upon issuance, the Parent Shares that are issued as Merger Consideration (including any Parent Shares issued as Former Employee Option Consideration and pursuant to any Private Warrant Conditional Exchange Agreement) will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than Permitted Liens).

  • Payment of Employee Option Consideration shall be made as soon as practicable after the Merger Effective Time but in any event within three (3) Business Days following the Merger Effective Time.

Related to Employee Option Consideration

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

  • Employee Option means an Option granted pursuant to Section 5.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • 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.

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

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

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

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

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

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

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

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

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

  • Company Stock Option Plans shall have the meaning set forth in Section 3.07(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • 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.

  • 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).

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

  • 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.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

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

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

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