Net Option Shares definition

Net Option Shares means, with respect to each Company Option, a positive number of Shares equal to (i) the total number of Shares subject to such Company Option immediately prior to the First Effective Time minus (ii) a number of Shares with the aggregate fair market value equal to the aggregate exercise price of such Company Option determined by assuming that each such Share has a fair market value equal to the Merger Consideration. For such purpose, the Stock Consideration will be deemed to be equal to an amount in cash determined by multiplying (i) the Exchange Ratio by (ii) the Parent Closing Price;

Net Option Shares means for each holder of Company Options, (a) the positive difference, if any, between the aggregate value of the Per Share Merger Consideration (applying the Parent Stock Value) for the aggregate number of shares of Company Common Stock underlying such holder’s Company Options, minus the aggregate exercise prices of such holder’s Company Options, with such amount divided by (b) the value of the Per Share Merger Consideration (applying the Parent Stock Value).

Net Option Shares with respect to any Company Option means a positive number of shares of Company Common Stock equal to (i) the Underlying Shares with respect to such Company Option minus (ii) a number of shares of Company Common Stock with the aggregate fair market value equal to the aggregate exercise price of such Company Option determined by assuming that each such share has a fair market value equal to the Merger Consideration. For such purpose, the Stock Consideration component of Merger Consideration shall be deemed to be equal to the Stock Consideration Cash Value Amount.

Examples of Net Option Shares in a sentence

To the extent that the Net Option Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Option Shares on the date the Forfeited Options were exercised.
To the extent that the Net Option Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Option Shares on the date the Covered Options were exercised.
To the extent that such Option Shares have been sold, the amount shall be the aggregate proceeds received from such sale of the Net Option Shares.
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).
With respect to the Net Option Shares, each such Option Holder shall be treated as a Company Stockholder as of immediately prior to the Effective Time for purposes of this Article III (including the entitlement to the Merger Consideration in connection therewith).

Net Option Shares means, with respect to a Company Stock Option, the quotient of (i) the product of (A) the excess, if any, of the Cash Election Consideration over the exercise price per share of such Company Stock Option multiplied by (B) the number of Shares subject to such Company Stock Option, divided by (ii) the Cash Election Consideration.

Net Option Shares means the number of shares of Morgan Stanley common stock acquired upon exercise of all or a portion of your stock options less the aggregate number of shares of common stock, if any, tendered, withheld or disposed of to pay the exercise price and tax or other withholding obligation arising upon such exercise; provided, however, that solely for purposes of Section 13, “Net Option Shares” shall mean, in the case of a stock option for which you pay the exercise price and/or tax or other withholding obligation in cash, the number of shares of Morgan Stanley common stock acquired upon exercise of all or a portion of your stock option less the number of shares calculated by dividing (i) the aggregate amount of exercise price and tax or other withholding obligation paid in connection with such exercise by (ii) the closing price of Morgan Stanley common stock on the New York Stock Exchange Consolidated Transaction Reporting System on the date of exercise, and rounding such result down to the nearest whole share.

Net Option Shares means, with respect to each Vested CSC Option, the number of shares of CSC Common Stock that would be issuable upon a net exercise thereof as of the Closing.

Net Option Shares shall be that number of Option Shares equal to (x) the total number of Option Shares for which a cashless exercise is elected, less (y) that number of Ordinary Shares which when multiplied by the Fair Market Price used to compute the Call Consideration, equals the Call Consideration for those Option Shares. For the avoidance of doubt, those Option Shares which were exercised and used to calculate the Net Option Shares in exercise of the Call Option on a cashless exercise basis shall not be subject to the Call Option a second time.

Net Option Shares means that number of shares of Company Capital Stock issuance upon the exercise of Company Options outstanding immediately prior to the cash-out of such Company Options as provided in Section 1.6(b) hereof, less such number of shares of Capital Stock equal to (x) the aggregate exercise price of all such outstanding Company Options divided by (y) the Per Share Merger Consideration.

Net Option Shares means the number of shares of Common Stock that the Option holder would have received had such Option holder exercised the Option immediately prior to Closing on a net share basis assuming the surrender of a number of shares of Common Stock with a fair market value (based on the Parent VWAP) equal to the sum of the Company’s unpaid tax withholding obligation with respect to such exercise (the “Option Tax Withholding Obligation”) and the exercise price of the Option.

Net Option Shares means then number of shares of Company Stock to which the holder of a Vested In-The-Money Option is entitled after giving effect to a “net exercise” of such Vested In-The-Money Option, as such term is defined in the Company Stock Plan.