Unvested Option Consideration definition

Unvested Option Consideration shall have the meaning given in Section 2.9(a).
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Unvested Option Consideration means (i) an amount equal to the product of (x) the number of Shares issuable under such Unvested Company Stock Option multiplied by (y) the excess of (A) the Closing Amount over (B) the exercise price payable in respect of each Share issuable under such Unvested Company Option, if applicable.
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Unvested Option Consideration means an amount in cash equal to the product of (i) the Total Closing Consideration multiplied by (ii) the Unvested Option Consideration Percentage.
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Examples of Unvested Option Consideration in a sentence

  • The Unvested Option Consideration will be subject to the same terms and conditions applicable to the Unvested Company Option immediately prior to the Effective Time, including vesting restrictions and continued service requirements (collectively, the “Continuing Obligations”), except for administrative changes that are not adverse to the holder of the Unvested Company Option or to which the holder consents.

  • Payment of the Unvested Option Consideration in respect of an Unvested Company Option shall be made, subject to such terms and conditions, on the vesting dates applicable to the Unvested Company Option as described in this clause (i) and in accordance with, and subject to the provisions of, clause (iii), and shall be further subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment.

  • For avoidance of doubt, but without prejudice to the rights to receive Unvested Option Consideration, Unvested SAR Consideration and Unvested Restricted Stock Unit Consideration as set forth in this Section 2.7, Parent will not assume any Company Options, Company SARs or Company Restricted Stock Units.

  • The Unvested Option Consideration will be subject to the same vesting restrictions and continued service requirements (collectively, the “Continuing Obligations”) applicable to the Unvested Company Option immediately prior to the Effective Time, except for administrative changes that are not adverse to the holder of the Unvested Company Option or to which the holder consents.

  • Payment of the Unvested Option Consideration in respect of an Unvested Company Option shall be made, subject to such terms and conditions, on the vesting dates applicable to the Unvested Company Option, as described in this Section 2.7(d).

  • The vesting and payment of the Unvested Option Consideration shall also be subject to the terms and conditions of the Unvested Payment Plan.

  • On the first regular payroll date following the month in which the vesting conditions underlying any Unvested Option Consideration are satisfied, Parent shall cause the Merger Subsidiary (or an affiliate thereof) to pay the per share Unvested Option Consideration (subject to any applicable withholding Tax) to such holders who had satisfied the applicable vesting conditions as of the applicable vesting date.

  • The Per Unvested Option Consideration shall consist of restricted stock units of Parent (“Unvested RSUs”) equal to the Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share.

  • Except as is set forth in this Section 2.07(a)(ii) and on Section 2.07(a)(ii) of the Company Disclosure Letter, all Unvested Option Consideration will have the same terms (including, with respect to vesting and forfeiture) and conditions as applied to the Unvested Company Options for which they were exchanged, except for terms rendered inoperative by reason of the Transactions.

  • Each payment of Unvested Option Consideration hereunder is intended to be a “separate payment” for purposes of Section 409A of the Code and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the Code.


More Definitions of Unvested Option Consideration

Unvested Option Consideration is defined in Section 1.8(a).
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Related to Unvested Option Consideration

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

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • 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).

  • 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.

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

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

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

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

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

  • Related Option means an Option with respect to which a Stock Appreciation Right has been granted.

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

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Unissued Option Shares means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • 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.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.