Cash-Out Options definition
Examples of Cash-Out Options in a sentence
Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares, Cash-Out Options or RSUs such amounts as it is required to deduct and withhold with respect to the making of such payment (and, with respect to the RSUs, the vesting of such RSUs) under U.S. federal tax Law or any other applicable state, local or foreign tax Law.
Notwithstanding the foregoing, any Option Payments made pursuant to this Section 1.3(a)(iii)(A) shall only be made to holders of Cash-Out Options who have delivered a duly executed Option Consent pursuant to the terms of Section 1.4(b) below.
The “Per Share Merger Consideration” means the amount determined by dividing (A) the sum of the Adjusted Cash Consideration, the aggregate exercise price payable upon exercise of all Cash-Out Options (as defined below) and $750,000 by (B) the number of Fully Diluted Shares.
An Option Consent from at least 95% of Company Optionholders that hold Cash-Out Options as of the Closing Date.
The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to the holders of Cash-Out Options the cash payments described in this Section 2.2(a)(i) on or as soon as reasonably practicable after the Closing Date, but in any event within two (2) Business Days following the Closing Date.
Parent and Sub have, and will have available to them upon the Effective Time, sufficient funds to perform all of their respective obligations under this Agreement and to consummate the Merger and the other transactions contemplated hereby, including payment in full of the Merger Consideration and the amounts payable to the holders of Cash-Out Options, and to pay all associated fees, costs and expenses.
PTO shall be cashed out in two circumstances: (1) upon termination of employment (resignations are subject to proper written notice), when all accrued and unused PTO will be cashed out; and (2) according to policy CPGH.102.560 (HR-512), Paid Time Off (PTO) Cash-Out Options.
The Cash-Out Amount to be received by the Cash-Out Option Holder identified on Section 3.3(b) to the Company Disclosure Letter with an asterisk shall be rounded to the nearest cent and computed after aggregating the cash amounts for all Common Shares subject to the Cash-Out Options when paid promptly after the Effective Time.
As soon as reasonably practicable after the Effective Time, but no later than the first regularly scheduled payroll date thereafter, the Company, Parent, or the Surviving Corporation shall pay over to each holder of Cash-Out Options the aggregate cash consideration payable to such holder of Cash-Out Options pursuant to this Section 5.3(a) (without interest).
Section 4.8(a) Cash-Out Options.........................................