Per Option Merger Consideration definition

Per Option Merger Consideration means (a) with respect to each Option with an exercise price less than the Per Share Common Stock Merger Consideration, an amount equal to (i) the Per Share Common Stock Merger Consideration, minus (ii) the exercise price of such Option, and (b) with respect to every other Option, an amount equal to zero.

Per Option Merger Consideration means with respect to each Option that is not an Underwater Option, an amount in cash equal to the Per Share Common Stock Merger Consideration, minus the per share exercise price of such Option. For the avoidance of doubt, the Per Option Merger Consideration for any Underwater Option shall be zero.

Per Option Merger Consideration shall have the meaning set forth in Section 3.4(a).

Examples of Per Option Merger Consideration in a sentence

• The Company shall have cancelled each issued and outstanding Option as of the Effective Time and converted such Option into the right to receive an amount equal to the portion of the Per Option Merger Consideration allocable to, plus any other amounts payable with respect to, such Option in accordance with this Agreement.

• At the Closing, each Company Option shall have been converted into Per Option Merger Consideration or cancelled in accordance with all applicable law.

• Each of the Company Options shall have been converted into the Per Option Merger Consideration.

• At the Effective Time, in connection with the Merger and pursuant to the terms hereof and the Company Stock Incentive Plan, all Time Options and any vested Performance Options (collectively, the “Vested Options”) shall be cancelled and automatically converted into the right to receive the Per Option Merger Consideration, less any tax withholdings required under Applicable Law.

• Any Closing Per Share Merger Consideration, Closing Per Option Merger Consideration, Aggregate Closing Merger Consideration or other amounts remaining unclaimed by holders of Common Stock or Options two years after the Effective Time (or such earlier date, prior to such time, as of which such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by applicable Laws, become the property of Parent free and clear of any Lien.

• Wolken & Landsbergen (1998) mention that sharing information reduces the paperwork burden on the citizen, streamlines work processes, makes more effective use of individual and shared information technologies, and enriches the formulation, implementation and evaluation of policy.

• The Securityholder’s signature page to this Agreement forms an integral part of this Agreement for all purposes of it.

• The amount of any reduction in the Aggregate Final Per Unit Merger Consideration or the Aggregate Final Per Option Merger Consideration to be made pursuant to this Section 3.05(f) shall be satisfied from the Escrow Fund in cash and Parent Common Stock pursuant to Section 3.02.

• At the Effective Time, the Surviving Corporation shall pay to each Optionholder, subject to any applicable Withholding Taxes, the applicable Per Option Merger Consideration due to such Optionholder under Section 2.10(b)(vii) with respect to each Option.

• Closing Per Share Merger Consideration” shall mean (a) the Closing Per Option Merger Consideration, minus (b) the quotient of (i) the sum of the Indemnification Escrow Amount, plus the Purchase Price Adjustment Escrow Amount, plus the Stockholder Representative Escrow Amount, divided by (ii) the Fully Diluted Share Number (with the calculation of such Fully Diluted Share Number excluding any Options).

More Definitions of Per Option Merger Consideration

Per Option Merger Consideration means with respect to each Option (whether or not vested or exercisable) immediately prior to the Effective Time, (a) the number of shares of Common Stock for which such Option remains outstanding and unexercised, multiplied by (b) the (i) the Per Share Common Stock Merger Consideration minus (ii) the exercise price per share of such Option.

Per Option Merger Consideration means, with respect to each Company Option, the product of (i) the excess, if any, of the Per Share Merger Consideration over the cash exercise price that would be payable as of immediately prior to Closing upon the exercise in full of such Company Option held by the holder thereof per share of Common Stock previously subject to such Company Option, times (ii) the number of shares of Common Stock previously subject to such Company Option.

Per Option Merger Consideration means $53.925.

Per Option Merger Consideration means, for each Option, an amount in cash equal to (a) the quotient of (i) the Closing Base Price divided by (ii) the sum, without duplication, of the number of Fully Diluted Company Shares, the number of Company Shares underlying (or issuable upon the exercise in full of) all of the Options and the number of Company Shares that are represented by the SARs or on which the value of the SARs are based, less (b) the exercise price per share of each such Option.

Per Option Merger Consideration has the meaning set forth in Section 1.4(a).

Per Option Merger Consideration means the amounts (if any) set forth in Section 2(b) of Schedule I.