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

  • The Company shall take all steps necessary to cancel each issued and outstanding Option as of the Effective Time and convert 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.

  • Subject to Sections 2.1, 2.3, 2.6 and 2.7, each outstanding Company Option, whether or not then exercisable, shall be converted into the right to receive with respect to each share of Company Common Stock subject thereto an amount in cash (the "Per Option Merger Consideration") equal to up to the excess of (A) the Per Share Merger Consideration over (B) the per share exercise price of such Company Option.

  • The Per Share Merger Consideration and Per Option Merger Consideration cash payments to be made under this Agreement shall be made on the Closing Date to all Company shareholders and Option holders by wire transfer or by check in accordance with written instructions furnished to the Buyer by the Person entitled thereto.

  • The Director agrees: (i) not to exercise any outstanding CCB Stock Options granted to and held by the Director (the "Director's Options") as of the date hereof and as set forth in Schedule II attached hereto; and (ii) to sell the Director's Options to CCB at the Per Option Merger Consideration (as defined in the Agreement) in accordance with the terms and conditions of Section 1.6 of the Agreement.

  • Until surrendered as contemplated by this Section 2.3(d), each Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Option Merger Consideration as provided herein.

  • All Options issued under the 2007 Stock Option Plan, which are outstanding immediately prior to the Effective Time and have not been validly exercised under the 2007 Stock Option Plan, shall not be assumed by the Surviving Corporation or Parent, but shall instead be canceled as of the Effective Time and converted into the right to receive, upon the satisfaction of the conditions set forth in Section 2.12(d), the Per Option Merger Consideration (if any) less any applicable withholding Taxes.

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

  • Payments of the Per Option Merger Consideration and the Pro Rata Portion of any Escrow Amount and the Pro Rata Portion of any Representative Reimbursement Amount, in each case, in respect of Options shall be made by the Payments Administrator to the Company for further distribution to the applicable holders of Options through the Company's payroll system in accordance with its normal payroll procedures.

  • 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.


More Definitions of Per Option Merger Consideration

Per Option Merger Consideration means, with respect to each Option, the amount, if any, by which (a) (i) the Per Share Merger Consideration multiplied by (ii) the number of shares of Common Stock for which such Option is exercisable immediately prior to the Effective Time exceeds (b) (i) the per share exercise price of such Option multiplied by (ii) the number of shares of Common Stock for which such Option is exercisable into immediately prior to the Effective Time.
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Per Option Merger Consideration means $53.925.
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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.
Sample 1
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.
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Per Option Merger Consideration means the amounts (if any) set forth in Section 2(b) of Schedule I.
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Related to Per Option Merger Consideration

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

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

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

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

  • 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).

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • 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.

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Aggregate Stock Consideration means a number of shares of Purchaser Common Stock equal to (i) the Purchase Price less the Aggregate Cash Consideration and less the Aggregate Note Consideration, divided by (ii) the Average Market Price.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.