Option Closing Consideration definition

Option Closing Consideration means, for each In-the-Money Company Option, an amount of cash in U.S. Dollars equal to the product of (i) the Option Consideration Value multiplied by (ii) the Closing Consideration Percentage.

Option Closing Consideration means, with respect to each share of Common Stock subject to an Option, an amount in cash equal to the Common Stock Closing Consideration, minus the applicable per share exercise price.

Option Closing Consideration means, for each share of Company Common Stock subject to a Vested In-the-Money Option, an amount in cash equal to the excess of the Common Per Share Closing Consideration over the per share exercise price of such Vested In-the-Money Option.

Examples of Option Closing Consideration in a sentence

• Each unexpired In-the-Money Company Option issued and outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into the right to receive at the Effective Time, without interest, the Option Closing Consideration, less applicable withholding and payroll Taxes.

• All payments of Option Closing Consideration and Common Stock Closing Consideration with respect to such cancelled Certificates shall be made by the Escrow & Exchange Agent or the Company, respectively, as promptly as reasonably practicable in accordance with Section 3.4(a) from the Aggregate Merger Consideration.

• Each Vested Option outstanding immediately prior to the Effective Time will be canceled at, and by virtue of, the Closing, and each Optionholder thereof will be entitled to receive an amount equal to the Per Option Closing Consideration plus any Per Share/Option Additional Consideration for each Vested Option held by such Optionholder.

• The Exchange Fund and the Company Fund shall not be used for any purpose other than the payment of the aggregate Common Stock Closing Consideration and Option Closing Consideration, respectively, in accordance with the terms of this Agreement.

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• At least three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a certificate executed on behalf of the Company by an executive officer thereof setting forth (a) the aggregate amount of the Company Transaction Expenses, (b) the Common Stock Closing Consideration, (c) Option Closing Consideration, (d) the Note Payment, and (e) the number of shares of Common Stock issued and outstanding, or issuable subject to Options, as of the Closing Date.

• Each Optionholder shall be entitled to receive from the Paying Agent (i) the Per Option Closing Consideration upon the Closing and (ii) any Per Share/Option Additional Consideration payable in the manner and at the times set forth in this Agreement.

• The Surviving Corporation will issue or pay the Company Option Closing Consideration to the Company Optionholders pursuant to Section 3.1(b).

• Subject to compliance by each Company Optionholder with Section 3.2(c), all payments of (x) Company Option Closing Consideration shall be made pursuant to Section 3.2(b) and (y) Additional Company Option Merger Consideration (if any) shall be made pursuant to Section 3.4(f), Section 3.5 and Section 3.7(d), as applicable.

• The Company Option Closing Consideration Statement shall specify the number of Company Options held by each Company Optionholder that are vested and exercisable as of immediately prior to the Effective Time, including with respect to any performance-based vesting conditions that will be satisfied immediately following the Effective Time after giving effect to the transactions contemplated hereby.

More Definitions of Option Closing Consideration

Option Closing Consideration has such meaning as set forth in Section 1.5(b)(iv) hereof.

Option Closing Consideration means, for each Unvested Time Option, the amount (if any) equal to the Per Option Closing Merger Consideration.

Option Closing Consideration means, with respect to any Company Option, whether vested or unvested, an amount equal to (a) the number of shares of Company Common Stock as to which such Company Option is exercisable, or would be exercisable if fully vested, immediately prior to the Effective Time multiplied by (b) the excess of the Per Share Common Closing Consideration over the exercise price per share of such Company Option as set forth on Schedule 4.2(a).

Option Closing Consideration shall have the meaning set forth in Section 2.1(b).