Total Option Cash Payments definition

Total Option Cash Payments shall have the meaning set forth in Section 3.3(a).
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Total Option Cash Payments equal to the product of (a) the excess, if any, of the Assumed Option Per Share Merger Consideration over the exercise price per share of such Matrix Option multiplied by (b) the number of shares of Matrix Common Stock issuable upon exercise of such Matrix Option. No payment will be due with respect of any Matrix Option with an exercise price equal to or greater than the Per Share Merger Consideration as so determined. From and after the Effective Time, no holder of a Matrix Option shall have any rights in respect thereof other than to receive the Option Cash Payment, if any, due with respect thereto. Matrix will use reasonable best efforts to cause each holder of a Matrix Option to execute and deliver to Immucor prior to the Closing a waiver and release form relating to the termination and cancellation of each Matrix Option, together with an agreement to be bound by Section 2.2, Article XI and the provisions relating to the Shareholders Agent Committee, in a form reasonably satisfactory to Immucor.
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Total Option Cash Payments has the meaning given such term in Section 1.7.
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Examples of Total Option Cash Payments in a sentence

  • Following the Effective Time, if not already paid, Parent shall promptly cause the Paying Agent to make, and the Paying Agent shall make, payments of the Total Common Merger Consideration and the Total Recapitalization Cash Portion to the holders of Company Common Stock pursuant to Section 3.1(b) and Section 6.14, and payments of the Total Option Cash Payments to the holders of Company Options pursuant to Section 3.3(a).

  • Notwithstanding anything herein to the contrary, in lieu of depositing or causing to be deposited with the Paying Agent the Total Option Cash Payments and the Total Restricted Stock Payments prior to the Effective Time, Buyer may elect instead to cause the Surviving Corporation to deliver the Total Option Cash Payments and the Total Restricted Stock Payments to the holders of shares of Company Options and Company Restricted Stock as promptly as practicable following the Effective Time.

  • The Surviving Corporation and its subsidiaries, taken as a whole, will, after giving effect to all of the Transactions, including any financing and the payment of the aggregate Offer Price and the aggregate Merger Consideration and Total Option Cash Payments, the payment of all other amounts required to be paid in connection with the consummation of the Transactions and the payment of all related fees and expenses, be Solvent at the Effective Time.

Related to Total Option Cash Payments

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Option Payment shall have the meaning set forth in Section 3.4.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Cash Surrender Value means an amount that equals, at any specified time, the cash surrender value as determined under the terms of the Policy.

  • Actual Cash Value means purchase price less depreciation.

  • Non-cash compensation means any form of compensation that is not cash compensation, including, but not limited to, health insurance, office rent, office support and retirement benefits.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • FR Value means, in respect of a ST FR Valuation Date, Worst Value.

  • Unrestricted Cash and Cash Equivalents means, with respect to any Person, cash and Cash Equivalents of such Person that are free and clear of all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of such Person.