Additional Per Vested Company Option Consideration definition

Additional Per Vested Company Option Consideration means, with respect to each share of Company Common Stock subject to a Vested Company Option outstanding immediately prior to the Effective Time, the cash to be paid to the Company Securityholders and/or released from the Adjustment Escrow Fund pursuant to Section 2.17(b)(iii), Section 2.17(b)(iv) or Section 2.17(b)(v), as applicable, the cash to be released from the Indemnity Escrow Fund pursuant to Section 2.8, the cash to be released from the Specified Matters Escrow Fund pursuant to Section 2.10 and the cash to be released from the Expense Fund pursuant to Section 2.13.
Sample 1
Additional Per Vested Company Option Consideration means, with respect to each share of Company Common Stock subject to a Vested Company Option outstanding immediately prior to the Effective Time, a non‑transferable contingent right to the cash payable pursuant to Section 2.9(b), provided, that, in the case of any Vested Company Option for which the exercise price per share of such Vested Company Option exceeded the Closing Per Vested Company Option Cash Consideration (prior to reduction by the exercise price), the amount of any cash so payable pursuant to Section 2.9 with respect to a share of Company Common Stock subject to such Vested Company Option shall be reduced by any remaining exercise price; provided further, that if such remaining exercise price equals or exceeds the amount of cash so payable pursuant to Section 2.9 with respect to such Vested Company Option, the amount to be so paid shall be zero until such time as the aggregate amount so payable with respect to such Vested Company Option exceeds any remaining exercise price.
Sample 1
Additional Per Vested Company Option Consideration means, with respect to each share of Company Common Stock subject to a Vested Company Option outstanding immediately prior to the Effective Time, a non-transferable contingent right to the cash to be released from the Escrow Fund pursuant to Section 2.9(b), 9.5(e)(iii) and 9.5(e)(iv), provided, that, in the case of any Vested Company Option for which the exercise price per share of such Vested Company Option exceeded the Closing Per Vested Company Option Cash Consideration (prior to reduction by the exercise price), the amount of any cash released from the Escrow Fund with respect to a share of Company Common Stock subject to such Vested Company Option shall be reduced by any remaining exercise price; provided further, that if such remaining exercise price equals or exceeds the amount of cash to be released from the Escrow Fund with respect to such Vested Company Option, the amount released shall be zero until such time as the aggregate amount released from the Escrow Fund with respect to such Vested Company Option exceeds any remaining exercise price.
Sample 1

Examples of Additional Per Vested Company Option Consideration in a sentence

  • London, England: Chartered Institute for Personnel and Development.

Related to Additional Per Vested Company Option Consideration

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of such time or will vest in connection with the consummation of the transactions contemplated hereby (whether at the Effective Time or otherwise).

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

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

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

  • Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

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

  • Company Options means options to purchase shares of Company Common Stock.

  • Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.

  • Company Stock Option Plans has the meaning ascribed to it in Section 2.6(c).

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Company Equity Awards means the Company Options and the Company RSUs.

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • 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.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • 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.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.