Option Withholding Amount definition
Option Withholding Amount means all such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the payment or issuance of any consideration payable with respect to an In-the-Money Option.
Option Withholding Amount means the amount of withholding Taxes applicable to the Option with respect to the aggregate amount of consideration to which the Option Holder is entitled, which, for the avoidance of doubt, is an amount equal to (a) the product of (i) Option Holder’s Pro Rata Share, multiplied by (ii) the Purchase Price, minus (b) the Aggregate Exercise Price.
Option Withholding Amount shall have the meaning set forth in Section 2.2(h).
Examples of Option Withholding Amount in a sentence
The Letter of Transmittal for each Holder who acquired shares of Company Common Stock pursuant to the exercise of an Option (whether pursuant to such offer or otherwise, at any time) shall provide that all amounts payable to the Company under Option Notes shall be paid and withheld by Parent (together with any other amounts required to be withheld by applicable law upon such exercise ("Option Withholding Amount")) from the Merger Consideration otherwise payable to such Holder on the Closing Date.
More Definitions of Option Withholding Amount
Option Withholding Amount the amount of any and all withholding obligations which the Company is obligated to pay or has paid to federal and state taxing authorities as a result of the cashless exercise of any Company Stock Options held by the Optionholders on or prior to the Closing Date.
Option Withholding Amount the amount set opposite certain of the Management Sellers’ names in column (6) of Part B to Schedule 1 (Details of the Sellers), being the actual or estimated aggregate liability of the Company or any member of the Group to account via the PAYE system to a Tax Authority for any income tax or national insurance contributions (excluding secondary Class 1 national insurance contributions) which arise by reason of the exercise of the Options and resulting acquisition of C Ordinary Shares on or before Completion “parent undertaking”: a parent undertaking within the meaning of section 1162 of Companies ▇▇▇ ▇▇▇▇ but in addition as if that section provided that an undertaking is deemed to be a member of another undertaking where its rights in relation to that other undertaking are held by way of security by another person but treated for the purposes of that section as held by it
Option Withholding Amount means the product obtained by multiplying (x) 0.345 and (y)(1) the 20-Day RJR Average Closing Price multiplied by the aggregate number of shares of RJR Common Stock that would be issued upon the exercise of all In-the-Money Options less (2) the aggregate proceeds that would be received by RJR upon exercise of all In-the-Money Options. The "20-Day RJR Average Closing Price" means the average of the closing sales prices of RJR Common Stock, as reported by the New York Stock Exchange, Inc. ("NYSE") Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported in another authoritative source selected by B&W and RJR) on the NYSE trading day that is two NYSE trading days prior to the Closing Date and on each of the 19 NYSE trading days prior to such NYSE trading day. It is the understanding of the parties that, after giving effect to the Transactions, B&W will own 42% of the outstanding ▇▇▇▇▇▇▇▇ American Common Stock (applying the treasury stock method described above). For purposes of determining the RJR Share Calculation, any restricted stock or equity awards of RJR that are taken into treasury, cancelled or cashed-out upon the occurrence of the Effective Time will be deemed to have been cancelled or cashed-out prior to determining the RJR Share Calculation. Any equity-based awards (other than restricted or unrestricted stock) granted to RJR directors by RJR on or after the date of this Agreement that remain outstanding as of the Effective Time shall be deemed to be equal to the aggregate number of shares of RJR Common Stock into which such equity units are exercisable, convertible or exchangeable for purposes of determining the RJR Share Calculation, and such number of shares of RJR Common Stock so determined shall be included in clause (A) of the definition of the RJR Share Calculation.
Option Withholding Amount means any amounts that the Company is required to deduct or withhold from amounts payable to an Optionholder hereunder pursuant to any provision of any Tax Law.