Option Cancellation Amount definition

Option Cancellation Amount as defined in Section 1.1(c).

Option Cancellation Amount means the aggregate amount payable in respect of Options pursuant to Section 2.3, as adjusted pursuant to Section 3.2 and the Option Cancellation Agreements.

Option Cancellation Amount is defined in Section 4.10(a).

Examples of Option Cancellation Amount in a sentence

• Except as contemplated by Section 3.1 (with respect to the Stockholders’ right to receive the Per Share Merger Consideration) and Section 3.4 (with respect to the Optionholders’ right to receive the Option Cancellation Amount and the RSU Holders’ right to receive the RSU Payment Amount), nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.

• If a Termination Event occurs, SII will pay the Option Cancellation Amount to the Member (or the Member's personal representatives or Trustee in Bankruptcy, as applicable) within 60 days of the Termination Event.

• The pro-rata portion of the unpaid Option Cancellation Amounts for each period shall be based on the Option Cancellation Amount for each such period multiplied by the Period Ratio; provided, however, that if the Option Cancellation Amount for the first period has not been paid in full, the amount paid shall include the First Period Acceleration Penalty plus the product of (x) the Remainder set forth on Exhibit D, multiplied by (y) the Period Ratio for the first period.

• The request for assistance under this Agreement may be activated by a determination by the Fire Chief of the Party having jurisdiction that the incident, Emergency, Disaster or imminent threat of an Emergency or Disaster is such that local capabilities are or are predicted to be exceeded.

• The parties acknowledge and agree that the Company’s deposit of the Estimated Closing Cash amount with the Agent and the Aggregate Initial Option Cancellation Amount with the Operating Company’s payroll administrator shall be deemed for all purposes hereunder, effective as of the Closing, to constitute partial payment of the Closing Merger Consideration by Parent.

More Definitions of Option Cancellation Amount

Option Cancellation Amount means, on an Option Cancellation Date that occurs pursuant to Section 11.3 hereof, an amount equal to the sum of (i) the Option Return Amount PLUS (ii) the lesser of (x) 38% of the difference between (A) the Fair Market Value of the Business determined as of such date, MINUS (B) the Original Purchase Price or (y) the Investment Return Amount.

Option Cancellation Amount means the aggregate amount to be paid at the Closing to the Option Holders in consideration for the cancellation and termination of their Options (subject to the adjustments and payments set forth herein), as more particularly set forth in Schedule I.

Option Cancellation Amount has the meaning set forth in Section 5.11(c).

Option Cancellation Amount means, for an Old Stock Option, an amount equal to the product of (i) the number of shares of Company Common Stock covered by such Old Stock Option immediately prior to the Effective Time and (ii) the amount by which the Cash Consideration exceeds the exercise price of such Old Stock Option. With respect to each Old Stock Option the per share exercise price of which is greater than or equal to the Cash Consideration, the holder thereof shall not be entitled to receive the Option Cancellation Amount with respect to such Old Stock Option and, immediately prior to the Effective Time, such Old Stock Option shall be canceled without any payment made in exchange therefor. The Option Cancellation Amount shall be treated as compensation and shall be payable net of any applicable federal and state income and employment withholding Taxes.

Option Cancellation Amount means, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, an amount equal to the number of shares of Company Common Stock covered by such Old Stock Option immediately prior to the Effective Time multiplied by the amount, if any, by which the average (rounded to four decimals) of the daily closing sales prices of Parent Common Stock as reported on the NASDAQ Global Select Market (as reported in an authoritative source chosen by Parent) for the 20 consecutive full trading days in which such shares are quoted on the NASDAQ Global Select Market ending at the close of trading on the date immediately preceding the Effective Time, exceeds the exercise price of such Old Stock Option.

Option Cancellation Amount means the Company Option Consideration less $5,000,000.

Option Cancellation Amount means, with respect to any Optionholder, an amount (subject to all Taxes required to be withheld therefrom and without interest) equal to the product of (a) the excess, if any, of (i) an amount per Option equal to the quotient of $10,160,572.32 divided by 874,700; over (ii) the exercise price per share of common stock of the Company subject to such Option and (b) the number of shares of common stock of the Company subject to such Options held by such Optionholder immediately prior to the Closing Date.