option exchange consideration definition

option exchange consideration means the total consideration you may receive in exchange for your exchanged options. The option exchange consideration you may receive for exchanged options includes new options and may, if applicable, also include cash payments.
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option exchange consideration means that number (rounded to six decimal points) of shares of Buyer Stock as is determined by the Company Board equal to the sum of (A) the Common Stock Merger Consideration per Share and (B) the value (measured in shares of Buyer Stock) of the payments per Share that may be released and distributed pursuant to subclause (ii)(y) of Section 2.1(c) determined immediately prior to the Effective Time (after giving effect to any discount for amounts that may not be released and distributed pursuant to subclause (y) of Section 2.1(c)). This value determination by the Company Board shall be based on a valuation report provided by a nationally recognized independent third party appraisal firm; provided, however, that if the Company Board cannot obtain such a valuation report after using its reasonable best efforts to secure such a valuation report, after consultation with Buyer, the Company Board may make such determination in its reasonable good faith discretion taking into account all facts and circumstances. It is understood and agreed that the Option Exchange Consideration shall under no circumstances (1) be less than the amount of the Common Stock Merger Consideration per Share or (2) exceed the sum of (x) the Common Stock Merger Consideration per Share and (y) the Escrow Funds per Share.
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option exchange consideration means the total consideration that an Eligible Option Holder may receive for each Eligible Option that is exchanged pursuant to this Offer. The Option Exchange Consideration includes both the New Option and the related cash payment.
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Related to option exchange consideration

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Scheme Consideration means, in respect of:

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Unit Consideration has the meaning set forth in Section 2.2(a).