Company Option-Based Escrow Consideration definition

Company Option-Based Escrow Consideration means a cash payment equal to the product of (i) the Common Stock Per Share Escrow Consideration and (ii) the number of shares of Company Common Stock issuable upon exercise of such In-the-Money Company Option (with the aggregate amount of such payment rounded down to the nearest cent), less such amounts as are required to be withheld or deducted under any provision of any Tax Law with respect to making such payment.

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