Per Share Option Consideration definition

Per Share Option Consideration means with respect to each Common Share that would be issued upon exercise of any Option outstanding and vested immediately prior to the Effective Time (i) the Per Share Merger Consideration minus (ii) the exercise price per Common Share under such Option.

Per Share Option Consideration has the meaning set forth in Section 2.7.

Per Share Option Consideration means the greater of (X) the product of the Exchange Ratio multiplied by the volume weighted average trading price of a Parent Share for the five consecutive trading days ending with, and including, the trading day immediately prior to the Closing Date, or (Y) the highest average of the highest and lowest sales price per Company Share on a trading day during the 90-day period ending on the day immediately prior to the Closing Date. Each Pre-2016 Option for which a holder makes an election described in this Section 4.5(a)(i) shall be referred to as a “Cash-Out Option.”

Examples of Per Share Option Consideration in a sentence

• Parent currently has, and Parent and Merger Sub will have as of the Effective Time, cash and cash equivalents sufficient for Merger Sub and the Surviving Corporation to pay the Merger Consideration and the aggregate Per Share Option Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses.

• Notwithstanding the foregoing, in the event the per share exercise price of a Target Option is equal to or greater than the Per Share Option Consideration, such Target Option shall be automatically cancelled and converted into the right to receive a Rollover Option having terms consistent with other Rollover Options provided for by this Section 3.8(a).

• Except for (i) the provisions set forth in Section 6.7, (ii) the right of the Company’s shareholders to receive the Merger Consideration at the Effective Time, and (iii) the right of the holders of Options to receive the Per Share Option Consideration at the Effective Time, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

• Until so surrendered, each such Certificate or Option (other than Certificates representing Common Stock held by the Company or the Subsidiary of the Company or held in the treasury of the Company) shall represent solely the right to receive the Per Share Common Stock Merger Consideration or Per Share Option Consideration relating thereto.

• Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the Per Share Merger Consideration, Per Share Option Consideration or Per Share Warrant Consideration into which such securities shall have been so converted.

More Definitions of Per Share Option Consideration

Per Share Option Consideration means the quotient obtained by dividing (A) the Common Stock Merger Consideration by (B) the Option Base Number.

Per Share Option Consideration means, with respect to each Common Share that would be issued upon exercise of any Option outstanding and vested immediately prior to the Closing, the excess (if any) of (i) the Per Share Purchase Consideration minus (ii) the Exercise Price for such Option.

Per Share Option Consideration means, with respect to each share of Common Stock underlying a Vested Option, an amount in cash equal to the excess, if any, of (i) the quotient obtained by dividing (A) the sum of the Merger Consideration and the aggregate exercise price of all of the Vested Options, minus the Carve-Out Bonus Amount, minus the Debt Payoff Amount, minus the Transaction Expenses, and minus the Tax Adjustment, by (B) the Fully Diluted Share Number, over (ii) the per share exercise price of such Vested Option.

Per Share Option Consideration means, with respect to an In-the-Money Company Option, the Common Stock Per Share Merger Consideration less the per share exercise price applicable to such Company Option, to the extent a positive number.

Per Share Option Consideration. 2.13(c) “Permit” 3.13(b) “Plan Termination Notices” 5.06(b) “Pre-Closing Tax Contest” 6.04(b) “Pre-Closing Tax Periods” 6.01(a)

Per Share Option Consideration means an amount in dollars equal to (i) the sum of (A) the Closing Cash Payment (which for purposes of this Section 2.13 shall exclude the deduction for the aggregate amount of the Option Cancellation Payments), plus (B) the aggregate per share exercise price of all Holdings Options outstanding immediately prior to the Closing, plus (C) $140,000,000 divided by (ii) the sum of the total number of (x) outstanding shares of Holdings Common Stock immediately prior to the Closing (after giving effect to the conversion to Common Stock of the Voting Preferred, Series A Preferred and Non-Voting Preferred), and (y) shares of Common Stock issuable pursuant to Holdings Options outstanding immediately prior to the Closing.

Per Share Option Consideration has the meaning given to it in Section 1.04(c).