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.
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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.
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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 Xxxxxxxx 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.
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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 shall have the meaning set forth in Section 2.2(h).
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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 Xxx 0000 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
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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.
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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.
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Related to Option Withholding Amount

  • Required Withholding Amount has the meaning specified in Section 5 of this Agreement.

  • Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Tax Withholdings means tax, social insurance and social security liability or premium obligations in connection with the awards under the Plan, including without limitation: (a) all federal, state, and local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company Group, (b) the Participant’s and, to the extent required by the Company Group, the fringe benefit tax liability of the Company Group associated with an award under the Plan, and (c) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such award under the Plan.

  • Withholding Agent means the Borrower and the Administrative Agent.

  • Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.

  • Withholding means the retention of aid payments.

  • Exercise Amount means for any number of Warrant Shares as to which this Warrant is being exercised the product of (i) such number of Warrant Shares times (ii) the Exercise Price.

  • FATCA Withholding means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

  • Income-withholding order means an order or other legal

  • Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.

  • Swiss Withholding Tax Act means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • Swiss Withholding Tax means any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) and any successor provision, as appropriate.

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

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • FATCA Withholding Tax means any withholding or deduction required pursuant to FATCA.

  • New jobs credit from withholding means the credit as provided in Iowa Code section 260E.5.

  • Gross-Up Payment shall have the meaning set forth in Section 6.2 hereof.

  • Option Price means the price at which a Share may be purchased by a Participant pursuant to an Option.

  • U.S. Source Withholdable Payment means any payment of interest (including any original issue discount), dividends, rents, salaries, wages, premiums, annuities, compensations, remunerations, emoluments, and other fixed or determinable annual or periodical gains, profits, and income, if such payment is from sources within the United States. Notwithstanding the foregoing, a U.S. Source Withholdable Payment does not include any payment that is not treated as a withholdable payment in relevant U.S. Treasury Regulations.

  • Tax Date means the date any withholding tax obligation arises under the Code for a Participant with respect to an Incentive Award.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Tax Obligations means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

  • Option Exercise Price means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

  • Cash Exercise with respect to Warrant Shares; and/or