Option Cancellation Amount definition

Option Cancellation Amount has the meaning set forth in Section 2.09(a).

Option Cancellation Amount is defined in Section 4.10(a).

Option Cancellation Amount means the aggregate amount payable in respect of Options pursuant to Section 2.3, as adjusted pursuant to Section 3.2 and the Option Cancellation Agreements.

Examples of Option Cancellation Amount in a sentence

• Except as contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.

• For the avoidance of doubt, the Aggregate Option Cancellation Amount shall not be included in any calculation of the Net Working Capital Adjustment Amount or Closing Indebtedness.

• Each Management Option that is cancelled in exchange for the Option Cancellation Amount shall also receive a Pro Rata Interest in the Escrow Amount multiplied by the number of shares of Company Common Stock issuable upon the exercise of such Management Option at the Effective Time.

• At or as soon as reasonably practicable following the Closing, Parent shall deliver a wire instruction to the Paying Agent with respect to the portion of the Closing Payment Amount to be paid to the former Optionholder through the Paying Agent in satisfaction of the Aggregate Option Cancellation Amount and instruct Paying Agent to promptly make such payments.

• The parties acknowledge and agree that the Company’s deposit of the Estimated Closing Cash amount with the Agent and the Aggregate Initial Option Cancellation Amount with the Operating Company’s payroll administrator shall be deemed for all purposes hereunder, effective as of the Closing, to constitute partial payment of the Closing Merger Consideration by Parent.

More Definitions of Option Cancellation Amount

Option Cancellation Amount as defined in Section 1.1(c).

Option Cancellation Amount shall have the meaning set forth in Section 3.3.

Option Cancellation Amount means, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, an amount equal to (x) the number of shares of Company Common Stock covered by such Old Stock Option immediately prior to the Effective Time multiplied by the amount, if any, by which the Per Share Common Cash Consideration exceeds the exercise price of such Old Stock Option.

Option Cancellation Amount means, for a Subject Stock Option covering a specified number of shares of Class C Stock outstanding immediately prior to the Closing, an amount equal to the product of (x) the number of shares of Class C Stock covered by such Subject Stock Option immediately prior to the Closing multiplied by (y) the amount, if any, by which (A) the product of the Share Price multiplied by the Exchange Ratio exceeds (B) the exercise price of such Subject Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock);

Option Cancellation Amount means, for a Subject Stock Option covering a specified number of shares of Class C Stock outstanding immediately prior to the Closing, an amount equal to the product of (A) the number of shares of Class C Stock covered by such Subject Stock Option immediately prior to the Closing, and (B) the excess, if any, of (x) the Value per Share, over (y) the exercise price of such Subject Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock);

Option Cancellation Amount means, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, an amount equal to (x) the number of shares of Company Common Stock covered by such Old Stock Option immediately prior to the Effective Time multiplied by (y) the amount, if any, by which (A) the product of the Closing Date Price multiplied by the Exchange Ratio exceeds (B) the exercise price of such Old Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock), (II) the term “In the Money Old Stock Options” means Old Stock Options for which (M) the product of the Closing Date Price multiplied by the Exchange Ratio exceeds (N) the exercise price of such Old Stock Option (subject to equitable adjustment in the event of a reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend affecting the Company Common Stock), (III) the term “Out of the Money Old Stock Options” means all Old Stock Options that are not In the Money Old Stock Options and (IV) the term “Closing Date Price” means the closing sale price of Parent Common Stock as reported on the NASDAQ Global Select Market (as reported in an authoritative source chosen by Parent) on the date on which the Effective Time occurs, or if no such closing sale price is reported on such date, on the next day on which such closing sale price is reported. For the avoidance of doubt, Old Stock Options that are both Out of the Money Old Stock Options and unexercised prior to the Effective Time shall be forfeited as of the Effective Time without payment, in accordance with the terms of the Company Stock Compensation Plans.

Option Cancellation Amount means, with respect to any Company Option, an amount equal to (a) the Initial Common Stock Cash Consideration less the Exercise Price of such Company Option, multiplied by (b) the number of shares of Common Stock of the Company represented by such Company Option, plus (c) the right to receive its applicable portion of the Escrow Funds, if any, as and if the same is ultimately payable in accordance with the applicable terms hereof and the Escrow Agreement.