Net Exercise Shares definition

Net Exercise Shares has the meaning set forth in Section 2.11(b).
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Net Exercise Shares with respect to any Company Option means the number of shares of Company Common Stock that would be issued upon exercise of such Company Option immediately prior to the Effective Time minus the number of shares of Company Common Stock that have a fair market value (as determined pursuant to the next sentence) equal to the sum of (A) the aggregate exercise price of such Company Option plus (B) the minimum amount required to be withheld to satisfy applicable tax withholding requirements. Solely for purposes of determining the number of Net Exercise Shares issuable with respect to any Company Option, the fair market value of a share of Company Common Stock shall equal the product of (i) the Participating Amount Per Share multiplied by (ii) a fraction, the numerator of which is the closing price of a share of Parent Common Stock on the last trading day ending prior to the Effective Time and the denominator of which is the Transaction Share Price.
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Net Exercise Shares means for each holder of Vested Qualifying Options, the total number of CB Common Shares equal to the aggregate Vested Qualifying Options held by such holder multiplied by (i) the Per Option Cash Amount, divided by (ii) the Per Share Cash Amount.
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Examples of Net Exercise Shares in a sentence

  • In lieu of the payment of the Exercise Price in cash, the Holder shall have the right (but not the obligation), during the Exercise Period, to require the Company to convert this Warrant (the "Conversion Right"), in whole or in part, into the Shares as provided for in this Section (the "Net Exercise Shares").

  • Solely in the case of the Underwriters' Warrants and the Insider Warrants, in lieu of the payment of the Warrant Price in cash, the registered holder of the Warrant shall have the right (but not the obligation), during the Exercise Period, to require the Company to convert any exercisable but unexercised portion of the Warrant (the "Conversion Right"), in whole but not in part, into the shares of Common Stock as provided for in this subsection (the "Net Exercise Shares").

  • Each Net Exercise Share shall be deemed to be an outstanding share of Company Common Stock for purposes of Sections 2.1(c) and 2.2; provided, however, that only a Cash Election may be made in respect of such share (any Merger Consideration received for such Net Exercise Shares being hereinafter referred to as the “Option Consideration” and, together with the Restricted Share Consideration and the Deferred Share Consideration, the “Equity Award Consideration”).

  • Target shall require any holder of a Net Exercise Option surrendered pursuant to the Net Exercise Procedure who has not elected to have Tax Withholding Shares withheld in full satisfaction of such holder’s income and employment tax withholding obligations with respect to such exercise to promptly satisfy such tax withholding obligations as a condition to the issuance to such holder of Net Exercise Shares.

  • Solely in the case of the Underwriter's Warrants, in lieu of the payment of the Warrant Price in cash, the registered holder of the Warrant shall have the right (but not the obligation), during the Exercise Period, to require the Company to convert any exercisable but unexercised portion of the Warrant (the "Conversion Right"), in whole or in part, into the shares of Common Stock as provided for in this subsection (the "Net Exercise Shares").

  • Beginning on the date of exercise of the Net Exercise Shares and continuing through the effective date of a registration statement listing such shares for resale, liquidated damages in respect of the Net Exercise Shares shall accrue in an amount equal to four percent (4%) per month, or pro-rata portion thereof, of the market value of the Net Exercise Shares as of the date of exercise.

  • Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), the Company shall mail an election form, reasonably acceptable to all parties (the “Election Form”), to each holder of record of shares of Company Common Stock (including any Company Restricted Shares, Company Phantom Shares and Net Exercise Shares, but excluding any Excluded Shares) as of a record date that is five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”).

  • The "Net Value" of the Net Exercise Shares shall be determined by subtracting the aggregate Exercise Price of the Net Exercise Shares from the aggregate Fair Market Value of the Net Exercise Shares, determined in each case as of the close of business on the Net Exercise Date.

  • Solely in the case of the Underwriter's Warrants and the Insider Warrants, in lieu of the payment of the Warrant Price in cash, the registered holder of the Warrant shall have the right (but not the obligation), during the Exercise Period, to require the Company to convert any exercisable but unexercised portion of the Warrant (the "Conversion Right"), in whole but not in part, into the shares of Common Stock as provided for in this subsection (the "Net Exercise Shares").

  • Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), the Company shall mail an election form, reasonably acceptable to all parties (the “Election Form”), to each holder of record of shares of Company Common Stock (including any Company Restricted Shares, Company Phantom Shares and Net Exercise Shares, but excluding any Excluded Shares) as of a record date that is five (5) business days prior to the Mailing Date (the “Election Form Record Date”).

Related to Net Exercise Shares

  • Exercise Shares means the shares of Common Stock issuable upon exercise of this Warrant.

  • Warrant Exercise Price means $0.05 per share.

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Net Exercise means a Net Exercise as defined in Section 6.3(b)(iii).

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Initial Warrant Exercise Date means __________, 1997.

  • Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Option Exercise Price means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Option Warrants shall have the meaning ascribed to such term in Section 2.2(a).

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • PIPE Shares shall have the meaning given in the Recitals hereto.