Merger Option Consideration definition

Merger Option Consideration means with respect to any Vested Company Option, the Common Stock Per Share Amount, without interest, less the option exercise price with respect to each share of Company Common Stock issuable under such Vested Company Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Vested Company Option).

Merger Option Consideration is defined in Section 2.2.

Examples of Merger Option Consideration in a sentence

• If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option.

• Immediately after the Effective Time, as a result of the issuance of the Merger Share Consideration, the Merger Option Consideration, the Xxxxx Shares and the Wesser Shares, Proman, Xxxxx and Xxxxxx will own, in the aggregate, 50% of the Fully Diluted Equity of PDN.

• PDN shall use its reasonable best efforts to cause the shares of PDN Common Stock to be issued in the Merger (including the Merger Shares Consideration, the shares of PDN Common Stock underlying the Merger Option Consideration, the Xxxxx Shares and the Wesser Shares) to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the Effective Time.

• Parent or Merger Sub has now sufficient cash available, directly or through one or more Affiliates, to pay all amounts required to be paid by Parent in connection with this Agreement, including the payment of the aggregate Merger Consideration and Merger Option Consideration.

• The Merger Option Consideration shall be further evidenced by a stock option agreement in the form of Annex B attached hereto (the "Option Agreement").

• Except as otherwise provided below, any Merger Option Consideration due and owing shall be paid as soon after the Effective Time as shall be practicable.

• If the Merger Option Consideration shall be a negative number for such Vested Company Option, no such cash payment shall be due and owing.

• The Surviving Corporation or Parent shall bear and pay all charges and expenses of the Paying Agent incurred in connection with the payment of Merger Consideration and Merger Option Consideration.

• Parent or Merger Sub will have sufficient cash available, directly or through one or more Affiliates, to pay all amounts required to be paid by Parent in connection with this Agreement, including the payment of the aggregate Merger Consideration and Merger Option Consideration.

• Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any Merger Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law.