Stock Award Consideration definition

Stock Award Consideration shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C).
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Stock Award Consideration has the meaning set forth in Section 4.07(b).
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Stock Award Consideration means (x) in the case of an option, the excess, if any, of the Common Share Merger Consideration over the per share exercise or purchase price of the applicable stock option and (y) in the case of a restricted stock award, the Common Share Merger Consideration. The payment of the Stock Award Consideration to the holder of a Company Stock Award shall be reduced by any applicable Taxes required to be withheld in accordance with Section 2.3(i) with respect to such payment. To the extent that any amounts are so withheld and fully paid to the appropriate Governmental Entity or Governmental Entities, those amounts shall be treated as having been paid to the holder of that Company Stock Award for all purposes under this Agreement. All Company Stock Awards shall be cancelled and all Company Stock Award Plans shall terminate at the Company Merger Effective Time.
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Examples of Stock Award Consideration in a sentence

  • For the avoidance of doubt, except as provided in Section 6 of this Agreement and in any agreements entered into by the Executive in connection with the Reinvestment, this Agreement shall not affect the Executive’s right to receive the Option Consideration and/or the Stock Award Consideration (each as defined in the Merger Agreement) in respect of the Identified Options and/or Identified Awards held by him as of the Closing, as provided and subject to the terms contained in the Merger Agreement.

  • Parent shall, or shall cause the Surviving Corporation to, deliver the Vested Company Phantom Stock Award Consideration to each holder of Vested Company Phantom Stock Awards, less any required withholding taxes and without interest, within five (5) Business Days following the Effective Time.

  • As promptly as practicable following the date hereof, the Company shall use commercially reasonable efforts to cause all of the holders of Company Stock Awards to agree to the termination and expiration of their Company Stock Awards immediately prior to the consummation of the Merger in exchange for the Company Stock Award Consideration described in Section 2.6.

  • For the avoidance of doubt, except as provided in this Agreement, this Agreement shall not affect the Executive’s right to receive the Option Consideration and/or the Stock Award Consideration (each as defined in the Merger Agreement) in respect of the Identified Options and/or Identified Awards held by him as of the Closing, as provided and subject to the terms contained in the Merger Agreement.

  • The payment of the Stock Award Consideration to the holder of a Company Stock Award shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws.

  • Except as provided in Section 5.9 and for the right of holders of Common Stock, Company Stock Awards and Warrants to receive Merger Consideration, Stock Award Consideration and Warrant Consideration pursuant to Article II, this Agreement is not intended to confer any rights or remedies upon any Person other than the parties to this Agreement.

  • We estimate that we will need approximately $590 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 each of the Option Consideration, the RSU Consideration and the Stock Award Consideration (each as defined below) as provided in the Merger Agreement and to pay related fees and expenses.

  • The payment of the Stock Award Consideration to the holder of a Company Stock Award shall be reduced by any applicable Taxes required to be withheld in accordance with Section 2.3(i) with respect to such payment.

  • The aggregate proceeds contemplated by the Equity Commitment Letter shall be sufficient to enable Parent and the Surviving Corporation to pay the aggregate Merger Consideration, aggregate Company Stock Option Consideration, aggregate Company Stock Award Consideration, and satisfy all other obligations provided for in, and necessary to, consummate the transactions contemplated by this Agreement.


More Definitions of Stock Award Consideration

Stock Award Consideration means (i) in the case of an option, the excess, if any, of the Merger Consideration over the per share exercise or purchase price of the applicable Company stock option and (ii) in the case of a restricted stock award, the Merger Consideration in respect of the restricted stock award. The payment of the Stock Award Consideration to the holder of a Company Stock Award shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Award for all purposes under this Agreement. All Company Stock Awards shall be cancelled and all Company Stock Award Plans shall terminate at the Effective Time.
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Stock Award Consideration means (x) in the case of an option, the excess, if any, of the Merger Consideration payable in respect of Common Stock or Class A Common Stock, as applicable, over the per share exercise or purchase price of the applicable Company stock option and (y) in the case of a restricted unit award, Merger Consideration payable in respect of Common Stock or Class A Common Stock, as applicable, as the same is required to be paid in respect of the restricted unit award in accordance with the terms thereof. The payment of the Stock Award Consideration to the holder of a Company Stock Award shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Award for all purposes under this Agreement. All Company Stock Awards shall be cancelled and all Company Stock Award Plans shall terminate at the Effective Time.
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Stock Award Consideration. Section 2.4(g)
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Related to Stock Award Consideration

  • Deferred Stock Award means Awards granted pursuant to Section 8.

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

  • Phantom Stock Award means an Award granted under Paragraph X of the Plan.

  • Share Units means the hypothetical Shares that are credited to the Share Unit Accounts in accordance with Section 5.3.

  • Stock Units means investment units under the Deferred Delivery Plan, each of which is deemed to be equivalent to one share of Stock.

  • Stock Bonus Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(b).

  • Deferred Stock Units means the number of hypothetical Shares subject to an Election.

  • Unrestricted Stock Award means an Award of shares of Stock free of any restrictions.

  • Restricted Share Unit Award means a right to receive Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(b).

  • Plan Share Award or "Award" means a right granted to a Participant under this Plan to earn or to receive Plan Shares.

  • Phantom Stock means a right granted to an Eligible Individual under Section 12 representing a number of hypothetical Shares.

  • Unit Award means a grant of a Unit that is not subject to a Restricted Period.

  • Bonus Stock means shares of Common Stock which are not subject to a Restriction Period or Performance Measures.

  • Restricted Share Award means an award of Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(a).

  • Performance Stock Award means a Stock Award granted under the terms and conditions of Section 6(c)(i).

  • Restricted Stock Units means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

  • Share Award means an Award of Shares granted pursuant to Section 10.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Other Stock Award means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).

  • Phantom Stock Award Agreement means a written agreement between the Company and a Holder with respect to a Phantom Stock Award.

  • Restricted Stock Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

  • Restricted Stock Unit Award means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

  • Performance Shares means Shares or an Award denominated in Shares which may be earned in whole or in part upon attainment of performance criteria established by the Administrator.

  • Other Stock Unit Award means any right granted to a Participant by the Committee pursuant to Section 10 hereof.

  • Restricted Stock Bonus means Stock granted to a Participant pursuant to Section 8.

  • Stock Unit means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.