Closing Vested Option Payment means the Company’s good faith estimate of the Vested Option Payment delivered to Parent in accordance with Section 3.9(a)(ii).
Vested Option means any Option, which has already been vested according to the Vesting Dates.
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.
Earn-Out Payment has the meaning set forth in Section 2.5(a).
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.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Earnout Payment has the meaning set forth in Section 2.3(b).
Cash Settlement Payment Date means in relation to a Series of Notes, the date specified as such or otherwise determined as provided in the relevant Final Terms.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.
Call Option Date As defined in Section 10.01(a) hereof.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
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).
Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.
Individual Settlement Payment means the amount payable from the Net
Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Closing Payment has the meaning set forth in Section 2.2(a).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Aggregate Option Exercise Price means an amount equal to the aggregate dollar amount of the exercise price on all Company Options outstanding immediately prior to the Effective Time.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Unvested Company Option means any Company Option that is not a Vested Company Option.
Earnout Amount has the meaning set forth in Section 2.7(a).