Optionholder Consideration definition

Optionholder Consideration means an amount equal to the aggregate "in-the-money" value of the Options as at Closing.
Sample 1
Optionholder Consideration has meaning given to it in Section 1.2(a).
Sample 1
Optionholder Consideration means, with respect to each Company Option: (a)
Sample 1

Examples of Optionholder Consideration in a sentence

  • The "Acquiror Stock Subject to Target Options" shall equal the quotient obtained by dividing the Initial Target Optionholder Consideration plus the Additional Optionholder Consideration (as defined and calculated in Annex A), if any, by the Closing Price for the Acquiror Common Stock.

  • The Optionholder Consideration Schedule when delivered as part of the Pre-Closing Statement will be correct and complete.

  • The Optionholder Payment Amounts and the Option Consideration set forth in the Optionholder Consideration Schedule have been determined in accordance with the terms of each Option and the Truco Holdco Inc.

  • The Optionholder Consideration shall be payable without interest thereon and shall be subject to any applicable withholding of Taxes and all adjustments made in accordance with the terms of the Merger Agreement, including any positive or negative adjustments for purposes of the working capital adjustment, other adjustments or indemnification claims.

  • The Optionholder further acknowledges that the Optionholder Consideration is subject to certain adjustments more specifically described in Section 1.4 to the Merger Agreement.

  • Other than with respect to Optionholder Consideration or Transaction Payments, the Company, Equityholder Representative, Paying Agent, or Escrow Agent will use commercially reasonable efforts to provide notice of any expected deduction or withholding to the Person receiving the payment five (5) Business Days prior to the time the deduction or withholding is required, and will reasonably cooperate with such Person to reduce or eliminate any such deduction or withholding.

  • Each Option held by the Optionholder shall be deemed at any time after the date the Optionholder executes and delivers this Agreement to the Company to represent for all purposes only the right to receive the Optionholder Consideration as provided in this Section 2.

  • As a condition precedent to the Optionholder’s right to receive the Optionholder Consideration, the Optionholder hereby irrevocably waives all requirements under the Company Options, the Option Agreement(s), the Company Option Plan or any other separate agreement applicable to such Company Options.

  • Part 2.3(a) of the Disclosure Schedule also lists each holder of a Company Option entitled to receive any portion of the Adjusted Optionholder Consideration, together with the relevant shares subject to such Company Option, the exercise price for such shares, and the portion of the Adjusted Optionholder Consideration to be received by such holder pursuant to Section 1.5(c)(ii) above.

  • At the Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate amount of Minority Stockholder Consideration payable pursuant to Section 1.3 in exchange for outstanding shares of Company Capital Stock held by the Minority Stockholders and (ii) the aggregate amount of Optionholder Consideration payable pursuant to Section 1.2 in connection with the Option Cancellation Agreement.


More Definitions of Optionholder Consideration

Optionholder Consideration means the product (calculated to the fourth decimal place) obtained by multiplying (a) 0.0990 by (b) the Total Consideration.
Sample 1
Optionholder Consideration means an amount equal to (a) the product of (x) the Pro Rata Fully Diluted Amount and (y) the aggregate number of In the Money Options, minus (b) the Aggregate Exercise Price.
Sample 1
Optionholder Consideration has the meaning specified in Section 3.1(c)(ii).
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Optionholder Consideration is defined in Section 2.6(d).
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Related to Optionholder Consideration

  • Company Optionholders means the holders of Company Options.

  • Company Optionholder means a holder of one or more Company Options;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Optionholders means the holders of Options.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • Scheme Consideration means, in respect of:

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

  • Option Holders means the holders of the Options.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • 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.