Option Cash Payment definition

Option Cash Payment shall have the meaning set forth in Section 3.3(a).
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Option Cash Payment has the meaning set forth in Section 2.07(a).
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Option Cash Payment means, with respect to any Company Option, a cash payment equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price payable per share of Company Common Stock issuable under such Company Option, without interest and less any required withholding Taxes. For the avoidance of doubt, if the exercise price per share of any Company Option, whether vested or unvested as of the Effective Time, is equal to or greater than the Merger Consideration, then by virtue of the occurrence of the Effective Time and without any action on the part of the Parent, the Company or the holder thereof, the Company Option will be canceled without payment of any consideration to the holder.
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Examples of Option Cash Payment in a sentence

  • As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment.

  • As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment, if any.

  • Except as provided in Section 5.5, this Agreement is not intended to and shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns, except for, if the Merger Closing occurs, the right of the holders of Company Common Stock to receive the Merger Consideration and the right of holders of Company Options to receive the Option Cash Payment, in each case after the Effective Time.

  • As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof.

  • The Option Cash Payment shall be made promptly (and in any event within 15 Business Days) following the Effective Time.

  • Prior to the Closing Date, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each holder of a then-outstanding Option to the termination of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07.

  • We often find, at the middle level, that there are “two-sides” to every story.

  • As of the Effective Time, each holder of an In-the-Money Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment.

  • As of the Effective Time, each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof.

  • Except with respect to any compensatory amounts (including any Option Cash Payment in respect of a Vested Company Option), if Parent, Merger Sub or the Surviving Entity reasonably believes that any withholding of Taxes is required by Law in connection with the transactions contemplated hereby, it shall so notify the Equityholder Representative in writing, including the legal basis for any such withholding, at least five (5) Business Days prior to Closing.


More Definitions of Option Cash Payment

Option Cash Payment has the meaning specified in Section 5.5.
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Option Cash Payment means, with respect to any such Company Option, a cash payment equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price payable per share of Company Common Stock issuable under such Company Option, less any applicable withholding Taxes. For the avoidance of doubt, any such Company Option for which the exercise price per share of Company Common Stock is equal to or greater than the Merger Consideration shall be cancelled immediately prior to the Effective Time (whether vested or unvested) without payment of any additional consideration to the holder thereof.
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Option Cash Payment means, with respect to any Company Option, a cash payment equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the cancellation of such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price payable per share of Company Common Stock issuable under such Company Option, without interest and less any required withholding Taxes. For the avoidance of doubt, if the exercise price per share of any Company Option, whether vested or unvested as of the Effective Time, is equal to or greater than the Merger Consideration, then by virtue of the occurrence of the Effective Time and without any action on the part of Parent, the Company or the holder thereof, the Company Option will automatically terminate and be canceled without payment of any consideration to the holder.
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Option Cash Payment shall replace the definition of “Option Cash Payment” in Appendix A:
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Option Cash Payment in Appendix A:
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Option Cash Payment means the aggregate Per Option Consideration paid to the Optionholders.
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Related to Option Cash Payment

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Option Payment shall have the meaning set forth in Section 3.4.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Disruption Cash Settlement Price means in respect of each Security, an amount in the Settlement Currency equal to the fair market value of the Share Amount (taking into account, where the Settlement Disruption Event affected some but not all of the Shares comprising the Share Amount and such non-affected Shares have been duly delivered as provided above, the value of such Shares), less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Issuer.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Structured settlement payment rights means rights to receive periodic payments under a structured settlement, whether from the structured settlement obligor or the annuity issuer, where:

  • Cash Payment System means a payment system that generates any transfer of funds through a transaction originated by cash, check, or similar paper instrument. This includes electronic payments to a financial institution or clearing house that subsequently issues cash, check, or similar paper instrument to the designated payee.

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Individual Settlement Payment means the amount payable from the Net

  • Cash Consideration has the meaning set forth in Section 2.2.

  • SAR Value means the excess of the Fair Market Value (on the exercise date) over the exercise price that the participant would have otherwise had to pay to exercise the related Stock Option, multiplied by the number of shares for which the Stock Appreciation Right is exercised.

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • Non-cash compensation means any form of compensation that is not cash compensation, including, but not limited to, health insurance, office rent, office support and retirement benefits.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Exercise Payment means the amount of money equal to the Exercise Price multiplied by the number of Optioned Shares specified in the Notice of Exercise;

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.