Option Cashout Amount definition

Option Cashout Amount means, with respect to each Cashout Agreement, all amounts required to be paid by or on behalf of the Company to a holder of Company Options pursuant to the Cashout Agreement.
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Option Cashout Amount has the meaning given to that term in Section 3.03(a)(i).
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Option Cashout Amount means, with respect to each Option, an amount equal to (i) the consideration for which a holder of a Share (of the class for which such Option may be exercised) would be entitled pursuant to the First Closing Schedule less (ii) the exercise price for such Option.
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Examples of Option Cashout Amount in a sentence

  • Of the total Option Cashout Amount 16.26% will be payable in cash, and the balance will be payable in shares of Parent Common Stock having a value determined in the same manner prescribed by Section 3.01(a) for valuing the Parent Common Stock component of the Merger Consideration.

  • Company Option Holders shall not be required to exercise Company Options or tender exercise notices in order to receive the Option Cash-out Amount, it being understood that such holders shall receive their proportionate amount of the Merger Consideration solely by virtue of application of Section 1.6(d) of this Agreement, without additional action of such holder.

  • Immediately prior to the Effective Time, Buyer shall pay, for and on behalf of the Company, to holders of each Company Option that is then outstanding and subject to a Cashout Agreement, the Option Cashout Amount in respect of such Company Options pursuant to such Cashout Agreement.

  • Each Holder of Company Options who is not an employee of the Surviving Corporation on the Closing Date shall, upon receipt by the Paying Agent of an Option Cancellation Agreement, be entitled to receive the applicable Option Cashout Amount to which the Holder of such Company Options is entitled in accordance with the Payment Schedule pursuant to Section 4.3(b)(ii), and the Company Options held by such Holder shall forthwith be cancelled.

  • Upon a motion duly made and approved, the Board of Aldermen intends go into closed session pursuant to Chapter 610 RSMo for the purpose of dealing with matters relating to the following: individually identifiable personnel records, performance ratings or records pertaining to employees (610.021(13) RSMo.).

  • The aggregate amount of all such cash payments is herein referred to as the "Aggregate Option Cash-out Amount".

  • The amount deposited for the account of each Company Stockholder and Company Option Holder in the General Indemnity Escrow, Special Indemnity Escrow, Working Capital Escrow and Stockholders Representative Escrow shall be proportionate to the Merger Consideration received by each (and, in the case of Company Option Holders, the Option Cash-out Amount received by each), as more fully set forth on Schedule II.

  • Each payment of an Option Cashout Amount shall be made by delivery of a corporate check in immediately available funds, payable to the holder of Company Options to which the Cashout Agreement relates, less any Taxes required to be withheld with respect to the payment of the Option Cashout Amount to such holder, and, in the case of an Escrow Participant, less any amount withheld pursuant to Section 2.7(e).

  • Target shall notify the Section 102 Trustee in writing, with a copy to the beneficial owner, promptly following the termination of engagement of any beneficial owner of any such Unvested Option, which notice shall (i) state whether or not such termination was for “cause” or represented a “justified reason” resignation and (ii) provide instructions as to whom to transfer the applicable portion of the Unvested Option Cashout Amount, together with applicable interest thereon.


More Definitions of Option Cashout Amount

Option Cashout Amount means, with respect to each Cashout Agreement, all amounts to be paid by Buyer on behalf of the Company immediately prior to the Effective Time under the Cashout Agreement.
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Option Cashout Amount has the meaning set forth in Section 2.02(c)(i).
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Option Cashout Amount means the aggregate amount payable pursuant to Section 2.4(c).
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Related to Option Cashout Amount

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

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

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

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

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

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

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

  • Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA;

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Grant Amount or “Grant” means the total amount of financial assistance disbursed under this Agreement, which consists of the City's Amount and the Consultant’s Amount.

  • 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.

  • 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.

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

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

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • 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).

  • Maximum Put Amount means the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000), or (ii) Two Hundred Fifty percent (250%) of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date.

  • 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.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Over-Allotment Option means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Minimum Exercise Amount means the Minimum Exercise Amount as specified in § 1 of the Product and Underlying Data.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.