Option Liability definition

Option Liability means the aggregate consideration payable by P&H and its Affiliates to holders of capital stock of P&H and to holders of options to purchase shares of capital stock of P&H arising from the obligation or right to purchase such shares or options, pursuant to the Stock Option Plan, the P&H Acquisition Agreement and the Stockholders Agreement. The Option Liability shall be determined on the assumption that all such shareholders and option holders have exercised the right to sell the shares or options at the Put Price (as that term is defined in the Stockholders Agreement) pursuant to the Stock Option Plan, the P&H Acquisition Agreement and/or the Stockholders Agreement, as of the date of calculation of the Option Liability, regardless if such shareholders or option holders do not have a right to sell such shares or options on such date.
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Examples of Option Liability in a sentence

  • To the extent that the proration of a Tax under this Section 3.3 allocates such Tax to a period (or portion thereof) ending on or after the Put Option Closing Date, such Tax shall constitute a Put Option Liability.

  • For purposes of assisting USA Waste in determining the applicability of this limitation, the Distribution Tax and Net Working Capital Deficiency shall be calculated as provided herein, and at least fifteen (15) days prior to the Distribution, AWS shall provide USA Waste with a good faith estimate of the Transaction Liabilities and the aggregate Retained Stock Option Liability along with reasonable supporting documentation.

  • Amend, supplement or otherwise modify the Stock Option Plan, the Stockholders Agreement or the P&H Acquisition Agreement if the effect of such amendment, supplement or modification would be to increase the Option Liability or adversely affect the Lender.

  • Notwithstanding anything herein to the contrary, if the sum of the Transaction Liabilities, the Distribution Tax, the Net Working Capital Deficiency and the Retained Stock Option Liability is greater than the amount of the Primary USA Loan, then USA Waste shall not be obligated to consummate the Merger and shall be entitled to terminate this Agreement and if USA Waste terminates this Agreement, it shall have no obligation to make the Primary USA Loan or the Secondary USA Loan.

  • Notwithstanding the foregoing, if the exercise price of any Retained Stock Option exceeds the Merger Consideration then the Retained Stock Option Liability with respect to such option shall equal the product of $1.00 and the number of shares of AWS Common Stock for which such Retained Stock Option is exercisable.