Stock Option Consideration definition

Stock Option Consideration has the meaning set forth in Section 4.05.
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Stock Option Consideration has the meaning set forth in Section 2.2.3.
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Stock Option Consideration means the excess, if any, of the Merger Consideration over the per share exercise or purchase price of the applicable Company Stock Option. The payment of the Stock Option Consideration shall be payable in Merger Consideration consisting of the same proportion of Cash Consideration and Stock Consideration as is paid to holders of Company Shares, and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 3.2. The payment of the Stock Option Consideration to the holder of a Company Stock Option shall be reduced (first from the cash portion of the Stock Option Consideration, then from the stock portion) by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. All Company Stock Options shall be cancelled and all Company Stock Option plans shall terminate at the Effective Time.
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Examples of Stock Option Consideration in a sentence

  • An Eligible Executive’s Severance Pay and benefits provided under Section 3 are expressly conditioned on the Eligible Executive’s compliance with the obligations contained in certain Stock Option Agreements and/or Stock Option Consideration Agreements and/or Restricted Stock Agreements and/or Restricted Stock Unit Agreements with Motorola Solutions, as well as various other agreements for the protection of Motorola Solutions’ confidential and proprietary information.

  • At or prior to the Effective Time, GAFC shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the GAFC Stock Plans to permit Summit to pay the Stock Option Consideration pursuant to this Section.

  • An Eligible Executive’s Severance Pay and benefits provided under Section 3 are expressly conditioned on the Eligible Executive’s compliance with the obligations contained in certain Stock Option Agreements and/or Stock Option Consideration Agreements and/or Restricted Stock Agreements and/or Restricted Stock Unit Agreements with Motorola, as well as various other agreements for the protection of Motorola’s confidential and proprietary information.

  • At the Effective Time, each outstanding and unexercised option to purchase or acquire a share of Company Common Stock (each, a “Company Stock Option”), whether such Company Stock Option is then vested or unvested, shall be cancelled and converted into, and shall become a right to receive the Company Stock Option Consideration, if any.

  • Acceptance by the holder of an Existing Stock Option of the Existing Stock Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Existing Stock Option.

  • PCCI shall use its reasonable best efforts to obtain from each Optionee an agreement (the “Optionee Agreement”), in the form of Exhibit “B” hereto, canceling such Optionee’s PCCI Stock Options in return for payment, immediately prior to the Effective Time, of the Stock Option Consideration to such Optionee with respect to such Optionee’s PCCI Stock Options.

  • At the Effective Time, each Existing Stock Option (as defined below) shall be converted into the right to receive the Existing Stock Option Consideration (as defined below) pursuant to Section 3.04 hereof.

  • In exchange for the Jefferson Stock Option Consideration, Jefferson shall cause each holder of an In-the-Money Jefferson Stock Option to execute an option cancellation and release agreement in form and substance reasonably satisfactory to HomeTrust (each a “Cancellation Agreement”) prior to the payment of the Jefferson Stock Option Consideration.

  • The right of a holder of any Company Stock Option to receive the Company Stock Option Consideration shall be subject to and reduced by the amount of any withholding under the Code or any provision of federal, state, local or foreign Tax Laws as described above.

  • Parent shall issue (or cause to be issued) the Company Stock Option Consideration as determined in accordance with this Section 2.3(a) to such holder as soon as practicable (and no later than thirty (30) days) following the Effective Time.


More Definitions of Stock Option Consideration

Stock Option Consideration. Section 2.07(a) “Stockholder Approval” Section 4.04(d) “Stockholders Meeting” Section 6.03(a) “Sumitomo” Preamble “Sumitomo Disclosure Letter” Article V “Surviving Corporation Certificate of Incorporation” Section 2.04 “Surviving Corporation” Section 2.01 “Surviving Corporation Plans” Section 7.02(b) “Symetra” Preamble “Symetra Actuarial Analyses” Section 4.24(b) “Symetra Contracts” Section 4.18(b) “Symetra Disclosure Letter” Article IV “Symetra Financial Advisor” Section 4.33 “Symetra Insurance Subsidiary” Section 4.21(a) “Symetra Reinsurance Contracts” Section 4.23 “Symetra Statutory Statements” Section 4.22(a) “Symetra Subsidiary” Section 4.02(a) “Takeover Law” Section 4.05 “Trade Secrets” Section 1.01, definition of “Intellectual Property” “Trademarks” Section 1.01, definition of “Intellectual Property” “Voting Agreement” Recitals
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Stock Option Consideration shall have the meaning set forth in 3.7(a).
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Stock Option Consideration means the granting of Options to purchase the common stock of PARALLAX that PARALLAX has provided as part of its Consideration in the Sale and Purchase of one hundred (100%) percent of the issued and outstanding stock of QOLPOM and the Assets and Inventory as defined in detail in Section 2 (kkk) “Taxes” includes international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments. (lll)
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Stock Option Consideration as defined in subsection 10.1(b). --------------------------
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Stock Option Consideration shall have the meaning assigned such term in Section 4.2.
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Related to Stock Option Consideration

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

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

  • Company Stock Options means any option to purchase Company Common Stock pursuant to any Company Stock Plans.

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

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Company Stock Option Plans means the Company’s 2000 Employee Stock Option Plan, 1997 Employee Stock Option Plan and 1995 Stock Option Plan, in each case as amended.

  • Stock Option means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

  • 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.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • Stock Options means the collective reference to "Incentive Stock Options" and "Other Stock 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).

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

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Nonqualified Stock Option means an Option that is not an Incentive Stock Option.

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

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.

  • Nonqualified Option means any Option that is not an Incentive Stock Option.

  • Incentive Stock Options means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

  • Stock Option Plan means any stock option plan now or hereafter adopted by the Company or by the Corporation, including the Corporate Incentive Award Plan.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Director Option means an Option granted pursuant to Section 6.

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

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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