Closing Option Consideration definition

Closing Option Consideration means, with respect to each In-the-Money Option, an amount equal to the product of (a) the number of shares of Common Stock subject to such In-the-Money Option, and (b) the excess of (i) the Closing Per Share Merger Consideration over (ii) the exercise price of such In-the-Money Option.

Closing Option Consideration has the meaning set forth in Section 1.04(c).

Closing Option Consideration means, for each In-the-Money Option, the amount equal to the product obtained by multiplying (A) the amount by which the Per Share Closing Cash Consideration exceeds the exercise price of such In-the-Money Option and (B) the aggregate number of shares of Common Stock subject to such In-the-Money Option (rounded down to the nearest whole cent).

Examples of Closing Option Consideration in a sentence

• At or prior to the Closing, Buyer and Merger Sub shall, in accordance with and subject to Section 1.7(b), deposit, or cause to be deposited, an amount equal to the Closing Merger Consideration less the Aggregate Closing Option Consideration and less the Excluded Shares Closing Merger Consideration with the Paying Agent for the benefit of the Shareholders (other than with respect to Excluded Shares), by wire transfer of immediately available funds.

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• Pursuant to the Merger Agreement, the Options will be converted at the Effective Time into the right to receive (a) a portion of the Closing Option Consideration, if any, in accordance with the terms and conditions of the Merger Agreement and (b) the proceeds, if any, distributed pursuant to Section 1.05(l) of the Merger Agreement, Section 1.13 of the Merger Agreement, and/or from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement.

• The Closing Option Consideration and Closing Restricted Stock Unit Consideration (in each case based on the Estimated Base Purchase Price Statement) payable to the Optionholders and Restricted Stock Unit Holders pursuant to Sections 1.03(a) and 1.03(b), respectively, shall be paid through the Surviving Company’s payroll system on the first regular payroll date of the Surviving Company after such consideration is payable pursuant to Sections 1.03(a) and 1.03(b).

• The undersigned further acknowledges and agrees that all of his or her cancelled Company Options may be entitled, subject to the effectiveness and irrevocability of this Agreement and the terms and conditions of the Merger Agreement, to the Closing Option Consideration Per Share set forth in Section 2.6(c) of the Merger Agreement (subject to the escrow and other provisions of the Merger Agreement).

More Definitions of Closing Option Consideration

Closing Option Consideration has the meaning specified in Section 3.1(f).

Closing Option Consideration means, with respect to a holder of Vested Company Options, a dollar value equal to (a) the product of (i) the Per Share Consideration and (ii) the aggregate number of Common Shares into which such holder’s Vested Company Options would have been converted upon exercise immediately prior to the Effective Time, minus (b) the aggregate amount such holder would be required to pay to the Company if such holder exercised all of his or her outstanding Vested Company Options immediately prior to the Effective Time, such amount rounded to the nearest whole cent and computed after aggregating cash amounts for all shares of Vested Company Options held by such Company Optionholder immediately prior to the Effective Time.

Closing Option Consideration means, for each Vested Option, the amount (rounded down to the nearest whole cent and which shall not be less than $0) by which (i) the product of (A) the aggregate number of shares of Common Stock subject to such Vested Option multiplied by (B) the Per Share Closing Merger Consideration exceeds (ii) the aggregate cash exercise price that would be paid in the event of full exercise of such Vested Option.

Closing Option Consideration means, with respect to each Option had it been fully vested and exercised in full immediately prior to the Effective Time, (a) (i) the Closing Stock Consideration, multiplied by (ii) the number of Company Shares issuable upon the exercise of such Option, minus (b) (i) the per share exercise price of such Option in effect immediately prior to the Effective Time, multiplied by (ii) the number of Company Shares issuable upon the exercise of such Option.

Closing Option Consideration means the Estimated Closing Merger Consideration distributable to the Optionholders as set forth on the Distribution Schedule.

Closing Option Consideration means an amount equal to the sum of the Closing Per Option Consideration for all outstanding Company Options.

Closing Option Consideration means the aggregate amount to be paid to the Option Holders at Closing as consideration for cancellation of the Options as set forth in the Option Statement.