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.

• 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.

• In addition to any payment of the Adjusted Option Cancellation Amount required to be made hereunder by the Company, on the Extended Option Consummation Date the Company shall prepay in full the outstanding principal amount of the Note and pay all accrued and unpaid interest thereon pursuant to the terms of the Note and the Note Purchase Agreement.

• The delivery by the Purchaser to the Custodian of such amount pursuant to this Section 1.4(a) shall constitute delivery of the portion of the Aggregate Purchase Price payable to the Sellers and entitle the Purchaser to delivery of the Shares pursuant to Section 1.3. The Purchaser shall have no liability to any Seller or holder of any Company Option as a result of any act or failure to act by the Custodian or in connection with the determination of the Option Cancellation Amount.

• 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.

More Definitions of Option Cancellation Amount

Option Cancellation Amount is defined in Section 1.6(a).

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 the Company Option Consideration less $5,000,000.

Option Cancellation Amount means the aggregate amount to be paid at the Closing to the Option Holders in consideration for the cancellation and termination of their Options (subject to the adjustments and payments set forth herein), as more particularly set forth in Schedule I.

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 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 average (rounded to four decimals) of the daily closing sales prices of Parent Common Stock as reported on the NASDAQ Global Select Market (as reported in an authoritative source chosen by Parent) for the 20 consecutive full trading days in which such shares are quoted on the NASDAQ Global Select Market ending at the close of trading on the date immediately preceding the Effective Time, exceeds the exercise price of such Old Stock Option.

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

Option Cancellation Amount means, on an Option Cancellation Date that occurs pursuant to Section 11.3 hereof, an amount equal to the sum of (i) the Option Return Amount PLUS (ii) the lesser of (x) 38% of the difference between (A) the Fair Market Value of the Business determined as of such date, MINUS (B) the Original Purchase Price or (y) the Investment Return Amount.