Option Cash Amount definition

Option Cash Amount means the excess, if any, of the Merger Consideration over the exercise price per share of the applicable Qualifying 2000/2010 Option; provided, however, that the Option Cash Amount shall be paid net of any applicable mandatory tax withholdings.

Option Cash Amount has the meaning set forth in Section 2.4(a) to this Agreement.

Option Cash Amount means the product of (X) the excess, if any, of the Merger Consideration over the exercise price per share of the applicable Company Option and (Y) the number of shares subject to the applicable Company Option; provided, however, that the Option Cash Amount shall be paid net of any applicable Tax withholdings, which the Surviving Corporation or the Parent, as the case may be, shall promptly pay when due to the appropriate Governmental Body for the account of each holder of the Company Option.

Examples of Option Cash Amount in a sentence

• The “Option Cash Amount” shall mean the excess, if any, of the Merger Consideration over the exercise price per share of the applicable Qualifying 2000/2010 Option; provided, however, that the Option Cash Amount shall be paid net of any applicable mandatory tax withholdings.

• The Paying Agent shall, no later than the later of (i) the Closing Date and (ii) three (3) Business Days after receipt of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto from a holder of LCV Options that is not a Continuing Employee, pay to such holder the LCV Option Cash Amount payable in respect of such LCV Option as specified in the Consideration Spreadsheet.

• The Option Value Amount shall be payable at the Effective Time as follows: 40% of such amount (the "Option Cash Amount") shall be payable in cash, and 60% of such amount (the "Option Stock Amount") shall be payable in the number of NHL Shares obtained by dividing the Option Stock Amount by $15.42; provided that any fractional share resulting from such calculation shall be paid in cash, with the value of a whole share for such purpose assumed to be $15.42.

• The Option Cash Amount shall be paid only when the amount set forth in clause (i) below is positive.

• Payment of the aggregate Per Share Option Cash Amount for each holder of a Seasons Option immediately prior to the Effective Time shall be delivered to each holder of such Seasons Option and shall be made by check from Parent or Merger Sub upon the later of (i) the Closing or (ii) the delivery by such holder of a cross-receipt and a release, each in a form reasonably acceptable to Parent or Merger Sub.

More Definitions of Option Cash Amount

Option Cash Amount means the product of (1) the excess, if any, of the Merger Consideration over the exercise price per share of the applicable Cash Out Option, and (2) the number of shares subject to the applicable Cash Out Option; provided, however, that the Option Cash Amount shall be paid net of any applicable tax withholdings as set forth in clause (ii) below, which the Surviving Corporation or the Parent, as the case may be, shall promptly pay when due to the appropriate Governmental Entity for the account of each holder of the Cash Out Option. For the avoidance of doubt, to the extent the exercise price per share of the applicable Cash Out Option exceeds the Merger Consideration, such Cash Out Options shall be cancelled and cease to exist without the payment of any consideration.

Option Cash Amount has the meaning set forth in Section 2.6(a) hereof.

Option Cash Amount means (1) as to those Eligible Options or Cash Out Options, as the case may be, with an exercise price that is equal to or less than the Common Merger Consideration, the product of (w) the excess, if any, of the Common Merger Consideration over the exercise price per share of the applicable Eligible Option or Cash Out Option, as the case may be, and (x) the number of shares subject to the applicable Eligible Option or Cash Out Option, as the case may be, and (2) as to those Eligible Options or Cash Out Options, as the case may be, with an exercise price that exceeds the Merger Consideration, the product of (y) $0.10 and (z) the number of shares subject to the applicable Eligible Option or Cash Out Option, as the case may be; provided, however, that the Option Cash Amount shall be paid net of any applicable tax withholdings as set forth below, which the Surviving Corporation or the Parent, as the case may be, shall promptly pay when due to the appropriate Government Entity for the account of each holder of the Eligible Option or Cash Out Option, as the case may be.

Option Cash Amount for any Company Option shall equal the product of: (1) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock of such Company Option and (2) the number of shares of Common Stock underlying such Company Option. The Company shall take all reasonable actions necessary to cause the Company's employees to consent, to the extent required, to the transactions contemplated by this Section 2.6 no later than immediately prior to the Effective Time. Except as may be otherwise agreed to by Parent or Purchaser and the Company, as of the Effective Time, (i) the Company Option Plan shall terminate, (ii) the provisions in any other plans or agreements providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of the Company Subsidiaries shall be deleted and (iii) no holder of Company Options or any participant in the Company Option Plan or any other plans or agreements shall have any rights thereunder to acquire any Equity Interests of the Company, the Surviving Corporation or any subsidiary thereof. The Company and Parent agree that, except as otherwise mutually agreed, the Option Cash Amounts are the sole payments that will be made with respect to or in relation to the Company Options.

Option Cash Amount means the sum of the amounts payable pursuant to Section 1.3(c)(ii).

Option Cash Amount will be equal to the net amount of (A) the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per Share otherwise issuable upon exercise of such Option, multiplied by (ii) the number of Shares subject to such Option, less (B) any applicable withholdings for Taxes. Notwithstanding the foregoing, if the exercise price per Share of any Option equals or exceeds the Merger Consideration, effective as of the Effective Time, such Option shall automatically be cancelled, without any consideration being payable in respect thereof, and have no further force or effect.

Option Cash Amount shall be equal to the net amount of the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (ii) the number of shares subject to such Option. If the exercise price per share of any Option equals or exceeds the Merger Consideration, the Option Cash Amount therefor shall be zero. Prior to the Effective Time, INX will provide notice, in a form reasonably acceptable to Parent, to all holders of Options informing them of such cancellation and Option Cash Amount. As used in this Agreement, “Options” means any option granted, and, immediately before the Effective Time not exercised, expired or terminated, to a current or former employee, director or independent contractor of INX or any former Subsidiary of INX or predecessor thereof to purchase Common Shares pursuant to the Stock Plans. As used in this Agreement, “Stock Plans” means the INX Inc. Incentive Plan (as amended and restated effective July 28, 2003, as amended) (the “2003 Incentive Plan”), the INX Inc. 2011 Incentive Plan (and together with the 2003 Incentive Plan, the “Incentive Plan”) and any other stock option, stock bonus, stock award, or stock purchase plan, program, agreement or arrangement of INX or any predecessor thereof or any other similar agreement entered into by INX.