Per Option Closing Consideration definition

Per Option Closing Consideration means, with respect to any In the Money Option, the amount, if any, calculated as follows: (a) the Per Share Closing Consideration minus the per share exercise price payable upon exercise of such Option, multiplied by (b) the number of shares of Non-Voting Common Stock issuable as of the Effective Time upon exercise of such Option.
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Per Option Closing Consideration means, with respect to each Share issuable upon the exercise of a Vested Option outstanding immediately prior to the Effective Time, an amount in cash equal to: (a) the Per Share Closing Consideration; minus (b) the per share exercise price of such Vested Option.
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Per Option Closing Consideration means, in respect of each Company Common Unit subject to a Company Option immediately prior to the Effective Time, an amount equal to the excess of the Per Unit Closing Consideration over the applicable per unit exercise price.
Sample 1

Examples of Per Option Closing Consideration in a sentence

  • Payable upon the Closing, an amount of cash (without interest) equal to the Per Option Closing 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.


More Definitions of Per Option Closing Consideration

Per Option Closing Consideration means, with respect to each Vested In-the-Money Option, the portion of the Closing Cash Payment which the holder of such Vested In-the-Money Option is entitled to receive in respect of such Vested In-the-Money Option, as determined in accordance with the Merger Consideration Schedule (for the avoidance of doubt, disregarding any applicable withholdings). Further, the Per-Option Closing Consideration with respect to any Vested In-the-Money Option shall take into account, among other things, the exercise price of such Vested In-the-Money Option.
Sample 1
Per Option Closing Consideration means with respect to any Company Option, an amount equal to (a) the Per Share Closing Cash Amount minus the exercise price per share of the applicable Company Option, plus (b) the Per Share Closing Stock Amount.
Sample 1
Per Option Closing Consideration means, with respect to each share of Company Common Stock subject to a Vested Company Option outstanding as of immediately prior to the Effective Time (after giving effect to any acceleration resulting from or in connection with the Mergers), the number of shares of Parent Common Stock equal to the quotient obtained by dividing the Per Option Closing Value by the Ten-Day Average.
Sample 1
Per Option Closing Consideration means, in respect of each share of Company Common Stock issuable upon exercise of a Vested Stock Option immediately prior to the Effective Time, (i) the Per Share Closing Equity Consideration minus (ii) a number of shares of Parent Preferred Stock equal to the quotient of (A) the exercise price per share of such Vested Stock Option divided by (B) the Conversion Price; provided, that, if the exercise price per share of such Vested Stock Option equals or exceeds the Per Share Closing Consideration Amount, the Per Option Closing Consideration shall be zero.
Sample 1
Per Option Closing Consideration has the meaning specified in Section 3.2(b).
Sample 1

Related to Per Option Closing Consideration

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.