Net Option Share definition

Net Option Share means, with respect to a Cancelled Option, the quotient obtained by dividing (1) the product of (A) the excess, if any, of the Cash Equivalent Consideration over the per share exercise price of such Cancelled Option, multiplied by (B) the number of shares of Company Common Stock subject to such Cancelled Option, by (2) the Cash Equivalent Consideration.

Net Option Share means, with respect to each Option, the quotient obtained by dividing (a) the difference of (i) the Option Intrinsic Value, less (ii) the aggregate dollar amount of the withholding Tax obligation of the holder of such Option in respect of the Option Intrinsic Value (as contemplated by Section 2.2), by (b) the Closing Date Market Price.

Net Option Share means, with respect to a Company Stock Option, the quotient obtained by dividing (i) the product obtained by multiplying (A) the excess, if any, of the value of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior to the First Effective Time by (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the First Effective Time by (ii) the value of the Merger Consideration. For purposes of the preceding sentence, the value of the component of the Merger Consideration that consists of Parent ADSs shall equal the product of (x) the Exchange Ratio and (y) the Parent ADS Price.

Examples of Net Option Share in a sentence

• Immediately prior to the Effective Time, each outstanding Company Option shall, automatically and without any required action on the part of the Company or the holder thereof, become immediately vested and be converted into Net Option Shares, and shall only entitle the holder of such Company Option to receive (without interest), the Per Share Merger Consideration for each Net Option Share, less applicable Taxes required to be withheld with respect to such payment (if applicable).

• Each option to purchase shares of Company Common Stock that is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) and is vested as of immediately prior to the Effective Time shall be cancelled and converted as of immediately prior to the Effective Time into the right to receive in respect of each Net Option Share, if any, subject to such Company Stock Option, an amount in cash equal to the Merger Consideration Value.

• Notwithstanding anything in the foregoing to the contrary, in the determination of the number of Net Option Shares held by each holder of Company Options, cash shall be paid to the holder of such Company Option in respect of fractional shares reflected in the aggregate Net Option Share number based on the cash value of the Per Share Merger Consideration (in the case of the Per Share Stock Consideration, applying the Parent Stock Value).

• As of the Effective Time, all Company Options shall automatically be cancelled and extinguished and cease to exist, and each holder thereof shall cease to have any rights with respect thereto other than the right to receive the Per Share Merger Consideration for each Net Option Share, without interest and subject to applicable Tax withholdings, in accordance with and subject to the applicable provisions of this Agreement and the Escrow Agreement.

• On or prior to the fifth Business Day preceding the Closing Date, Seller shall deliver to Buyer statements setting forth in reasonable detail (i) the individual payments to be made under the Change in Control Bonus Plan together with wiring instructions for the accounts designated by or on behalf of each Change in Control Bonus Plan Participant and (ii) the Net Option Share Amount Payment together with wiring instructions for the accounts designated by each Optionholder.

More Definitions of Net Option Share

Net Option Share means, with respect to a Company Stock Option, the quotient obtained by dividing (A) the product obtained by multiplying (i) the excess, if any, of the value of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (ii) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the value of the Merger Consideration. For purposes of the preceding sentence, the value of the Merger Consideration that consists of shares of Parent Common Stock shall equal the product of (x) the number of such shares of Parent Common Stock and (y) the Parent Stock Price.

Net Option Share means, with respect to each Company Stock Option, the quotient obtained by dividing (A) the product obtained by multiplying (i) the excess, if any, of the Merger Consideration Value over the Option Exercise Price of the Company Stock Option immediately prior to the Effective Time by (ii) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the Merger Consideration Value.

Net Option Share means, with respect to an Option, the excess, if any, of (i) the number of Ordinary Shares underlying such Option minus (ii) the quotient of (x) the aggregate exercise price of such Option divided by (y) the Per Share Ordinary Share Consideration.

Net Option Share means, with respect to a Company Share Option, the quotient obtained by dividing (i) the product obtained by multiplying (A) the excess, if any, of the Merger Consideration Value over the exercise price per Company Share subject to such Company Share Option immediately prior to the Effective Time by (B) the number of Company Shares subject to such Company Share Option immediately prior to the Effective Time by (ii) the Merger Consideration Value. For purposes of the preceding sentence, the “Merger Consideration Value” means the product of (x) the Common Exchange Ratio and (y) the EBIX Closing Price. For clarity, each Company Share Option that has an exercise price per Company Share subject to such Company Share Option that is equal to or greater than the Merger Consideration Value shall terminate and be cancelled as of the Effective Time for no consideration. “EBIX Closing Price” means $59.

Net Option Share means, with respect to a Company Stock Option, the quotient obtained by dividing (i) the product obtained by multiplying (A) the excess, if any, of the Merger Consideration Value over the exercise price per share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by (ii) the Merger Consideration Value. For purposes of the preceding sentence, the “Merger Consideration Value” means the sum of (1) the Cash Consideration and (2) the product of (x) the Exchange Ratio and (y) the Parent Stock Price. For clarity, each Company Stock Option that is vested as of immediately prior to the Effective Time and has an exercise price per share of Company Common Stock subject to such Company Stock Option that is equal to or greater than the Merger Consideration Value shall terminate and be cancelled as of the Effective Time for no consideration. The Cash Consideration payable under this Section 2.5(a) to former holders of a Company Stock Options shall be paid through the Surviving Corporation’s payroll to such former holders at the next regular payroll date following the Effective Time.

Net Option Share means, with respect to a Company Option, a number of shares of Company Common Stock equal to (“N” multiplied by (“P” minus “E”)) divided by “P,” where: “N” equals the number of shares of Company Common Stock covered by such Company Option immediately prior to the Effective Time;

Net Option Share means, with respect to a Company Option, the quotient obtained by dividing (i) the product of (A) the excess (if any) of the Equity Award Consideration Value over the per share exercise price applicable to the Company Option multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Closing Effective Time by (ii) the Equity Award Consideration Value. For the avoidance of doubt, any Company Option that has an exercise price that is greater than or equal to the Equity Award Consideration Value shall be cancelled at the Closing Effective Time for no consideration.