Equity Award Cash Consideration definition

Equity Award Cash Consideration means an amount in cash equal to the sum of (a) the Per Share Cash Amount plus (b) the product of (i) the Exchange Ratio multiplied by (ii) the Parent Measurement Price.
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Equity Award Cash Consideration means one-half of the Per Share Cash Consideration.
Sample 1Sample 2
Equity Award Cash Consideration is defined in the Merger Agreement as an amount of cash equal to the sum of (i) the Per Share Cash Amount of $40.00 plus (ii) the product of (A) the Exchange Ratio of 2.1757, multiplied by (B) the volume weighted average trading price of a Marvell common share for the five consecutive trading days ending on the trading day immediately preceding the closing date of the Merger. Under the terms of the Merger Agreement, at the Effective Time, each Cavium restricted stock unit (“RSU”) that is outstanding and unvested, other than any Cavium RSU held by a non-employee director of Cavium’s board of directors, will be converted into the number of Marvell restricted stock units (rounded down to the nearest whole share) equal to the product of (a) the number of shares of Cavium common stock subject to such Cavium RSU, multiplied by (b) the Conversion Ratio. Under the terms of the Merger Agreement, at the Effective Time, each Cavium RSU (a) that is outstanding and vested (and with respect to which shares of Cavium common stock have not yet been issued) immediately prior to the Effective Time (including any Cavium RSU that becomes vested by its terms immediately prior to or as of the Effective Time) or (b) that is outstanding and held by a non-employee director of Cavium’s board of directors immediately prior to the Effective Time, whether vested or unvested (which awards will vest in full as of immediately prior to the Effective Time), in the case of each of clauses “(a)” or “(b),” will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to applicable withholding or other taxes, which withholding will first be applied against the cash portion of the consideration paid in respect of such restricted stock units): (i) an amount in cash equal to the product of (A) the Per Share Cash Amount of $40.00, multiplied by (B) the total number of shares of Cavium common stock subject to such Cavium RSU; and (ii) a number of Marvell common shares equal to the product of (A) the Exchange Ratio of 2.1757, multiplied by (B) the total number of shares of Cavium common stock subject to such Cavium RSU. Under the terms of the Merger Agreement, at the Effective Time, each Cavium performance restricted stock unit (“PRSU”) that is outstanding and unvested immediately prior to the Effective Time will be assumed and converted into that number of Marvell restricted stock units, rounded down to the nearest whole share, equal to the product of (a) the target...
Sample 1

Examples of Equity Award Cash Consideration in a sentence

  • At the First Merger Effective Time, each Company Stock Option that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the First Merger Effective Time, with a per share exercise price greater than or equal to the Equity Award Cash Consideration, shall be cancelled for no consideration.

  • At the Effective Time, each Company Stock Appreciation Right that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time, with a per share exercise price greater than or equal to the Equity Award Cash Consideration, shall be cancelled for no consideration.

  • We estimate that we will need approximately $272 million in cash to purchase all Shares pursuant to the Offer, to pay the consideration in respect of all Shares that are not tendered and that will each (other than Excluded Shares) be converted in the Merger into the right to receive the Offer Price, to pay the Equity Award Cash Consideration (as defined below) as provided in the Merger Agreement and to pay related fees and expenses.

Related to Equity Award Cash Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Equity Award means stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or any other form of award that is measured with reference to the Stock.

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Company Equity Awards means the Company Options, Company PSUs and Company RSUs.

  • Award Value means the value, in dollars, of an award made to a Participant and as stated in the applicable Award Agreement, which is provided under the Plan in the form of PSUs or RSUs, as the case may be.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Parent Award means the Electrical Electronic and Communication Contracting Industry (State) Award.

  • Performance Cash means any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

  • Cash Performance Award means an Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof and payable based on or conditioned upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period.

  • Equity Awards will mean Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

  • Equity Award Exchange Ratio means the sum of (i) the Share Consideration, plus (ii) the quotient of (x) the Cash Consideration divided by (y) the Parent Stock Price, rounded to the nearest one thousandth.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • non-equity incentive plan means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

  • Annual Cash Compensation means the sum of (a) the highest annual Base Salary in effect for the Executive and (b) the greater of (i) the Executive’s bonus for the most recently-completed year (excluding any special bonuses awarded for performance after the conclusion of the performance period), if any, or (ii) the annualized amount of the Executive’s target bonus for the then current year.

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

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

  • Performance Cash Award means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Bonus Stock Award means an award of Bonus Stock under this Plan.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.