Option Closing Consideration definition

Option Closing Consideration means, for each In-the-Money Company Option, an amount of cash in U.S. Dollars equal to the product of (i) the Option Consideration Value multiplied by (ii) the Closing Consideration Percentage.

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Option Closing Consideration means, with respect to each share of Common Stock subject to an Option, an amount in cash equal to the Common Stock Closing Consideration, minus the applicable per share exercise price.

Option Closing Consideration means, with respect to each share of Common Stock underlying each In-the-Money Option outstanding immediately prior to the Effective Time, an amount, rounded to four decimal places, equal to (a) the Per Share Common Closing Consideration less (b) the exercise price per share of Common Stock issuable upon exercise of such In-the-Money Option.

Examples of Option Closing Consideration in a sentence

The Exchange Fund and the Company Fund shall not be used for any purpose other than the payment of the aggregate Common Stock Closing Consideration and Option Closing Consideration, respectively, in accordance with the terms of this Agreement.
At least three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a certificate executed on behalf of the Company by an executive officer thereof setting forth (a) the aggregate amount of the Company Transaction Expenses, (b) the Common Stock Closing Consideration, (c) Option Closing Consideration, (d) the Note Payment, and (e) the number of shares of Common Stock issued and outstanding, or issuable subject to Options, as of the Closing Date.
All payments of Option Closing Consideration and Common Stock Closing Consideration with respect to such cancelled Certificates shall be made by the Escrow & Exchange Agent or the Company, respectively, as promptly as reasonably practicable in accordance with Section 3.4(a) from the Aggregate Merger Consideration.
At the Closing, Intermediate Corp shall deposit in trust (i) with the Escrow & Exchange Agent, the Aggregate Closing Consideration, less the Option Closing Consideration, to be paid to the Company Shareholders, and (ii) with the Company, the Option Closing Consideration to be paid to the Option Holders, and (iii) with the Escrow & Exchange Agent, the Escrow Amount in accordance with Section 3.5. Amounts deposited pursuant to Section 3.4(a)(i) shall be referred to as the “Exchange Fund”.
Each unexpired In-the-Money Company Option issued and outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into the right to receive at the Effective Time, without interest, the Option Closing Consideration, less applicable withholding and payroll Taxes.
The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to each Employee Company Stock Awardholder the applicable Option Closing Consideration, RSU Closing Consideration, and PSU Closing Consideration (subject to any applicable withholding Taxes pursuant to Section 3.8(e)) as promptly as practicable (and in no event later than the first full payroll period) after the Effective Time.
At the Effective Time, each then unexercised and outstanding Vested In-the-Money Option will, by virtue of the Merger, be immediately cancelled and extinguished and the holder thereof will, subject to the conditions set forth in this Section 2.7(b)(i) and throughout this Agreement, be entitled to receive the Option Closing Consideration for each share of Company Common Stock subject to a Vested In-the-Money Option.
The Surviving Corporation will issue or pay the Company Option Closing Consideration to the Company Optionholders pursuant to Section 3.1(b).
The Company Option Closing Consideration Statement shall specify the number of Company Options held by each Company Optionholder that are vested and exercisable as of immediately prior to the Effective Time, including with respect to any performance-based vesting conditions that will be satisfied immediately following the Effective Time after giving effect to the transactions contemplated hereby.
Payable upon the Closing, an amount of cash (without interest) equal to the Per Option Closing Consideration.

More Definitions of Option Closing Consideration

Option Closing Consideration has such meaning as set forth in Section 1.5(b)(iv) hereof.

Option Closing Consideration means, with respect to a Class A Common Stock Option, an amount equal to (x) the allocable portion with respect to such Class A Common Stock Option of the Estimated Seller Closing Payment, minus (y) the total exercise price in respect of such Class A Common Stock Option, in each case, as set forth on the Funds Flow Memorandum.

Option Closing Consideration means, with respect to any Company Option, whether vested or unvested, an amount equal to (a) the number of shares of Company Common Stock as to which such Company Option is exercisable, or would be exercisable if fully vested, immediately prior to the Effective Time multiplied by (b) the excess of the Per Share Common Closing Consideration over the exercise price per share of such Company Option as set forth on Schedule 4.2(a).

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

Option Closing Consideration means, for each Unvested Time Option, the amount (if any) equal to the Per Option Closing Merger Consideration.

Related to Option Closing Consideration

Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Stock Consideration has the meaning set forth in Section 2.2.
Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

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