Option Closing Payment definition

Option Closing Payment shall have the meaning assigned to it in Section 1.6(c)(i)(B).
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Option Closing Payment means the aggregate amount due to the holders of Vested Company Stock Options at Closing pursuant to Section 2.6(a).
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Option Closing Payment means an amount equal to $112,500,000, plus any other amounts to be paid by Harbinger (as defined in the Option Agreement) under the Option Agreement (in the form in which it is assigned to the Company at the Initial Closing) and not previously paid, which the Purchaser shall pay on the Company's behalf to the persons specified in, and in compliance with, Section 2.3 of the Option Agreement.
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Examples of Option Closing Payment in a sentence

  • The Purchaser shall have delivered the Option Closing Payment on behalf of the Company in accordance with the provisions of the Option Agreement.

  • Each of Parent, the Paying Agent, the Surviving Company and the Stockholder Representative shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement, including any Future Payment and any Per Company Option Closing Payment, to any Holder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations thereunder, or any other applicable provision of any Law relating to Taxes.

  • The Option Closing Payment and the Stockholders’ Expense Amount Per Share allocable to Stock Options shall be treated for tax purposes as compensation paid to the Optionholders at the Closing, and the Escrow Consideration Per Share and the Adjustment Amount Per Share payable in respect of Stock Options shall be treated for tax purposes as compensation paid at the time such payments, if any, are made to the holders of Stock Options.

  • Following payment of the Company Option Closing Payment, each former holder of Company Options shall be paid in respect of each Company Option the applicable portion of Total Merger Consideration (other than any portion of the Closing Payment payable to holders of Company Common Stock) to which each such holder would be entitled pursuant to Section 4.3.2 as if such holder of Company Options held a share of Company Common Stock immediately prior to the Effective Time.

  • At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with The Bank of New York Trust Company, N.A., as paying agent (the “Paying Agent”) for the benefit of the Company Stockholders cash in an amount equal to (i) the Total Initial Common Consideration (minus the amount of the aggregate Initial Option Closing Payment) plus (ii) the Total Initial Preferred Consideration plus (iii) the aggregate allocable portion of the Escrow Amount attributable to the Unvested Common Shares.

  • If a holder delivers to the Parent and Company a duly executed Optionholder Release Agreement, together with such other documents as may be reasonably requested, the Optionholder shall be entitled at the Closing to the Option Closing Payment which shall be paid in accordance with Section 3.1(b).


More Definitions of Option Closing Payment

Option Closing Payment means, in respect of any Option, an amount in cash equal to the difference of (i) the product of (A) the Common Per-Share Closing Payment multiplied by (B) the total number of Common Shares issuable upon exercise of such Option immediately prior to the Effective Time minus (ii) the total exercise price for exercise of such Option in full.
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Option Closing Payment is defined in Section 8.5(a).
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Option Closing Payment has the meaning set forth in Section 2.18(a).
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Option Closing Payment means the aggregate amount due to the holders of Vested Company Stock Options at Closing pursuant to Section 2.6(a). “Option Payment Condition” has the meaning set forth in Section 2.7(c)(ii) hereof.
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Option Closing Payment means, for each respective holder of Options holding Options as of the Closing Date, the amount set forth opposite the name of such holder of Options on the Option Payment Statement under the heading “Option Closing Payment”.
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Related to Option Closing Payment

  • 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.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Option Closing Time has the meaning given to it in Section 16(1);

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Call Option Date As defined in Section 10.01(a) hereof.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Call Option Period has the meaning given to it in Condition 6.04 (Call Option);

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date