Optionee’s Undertaking Sample Clauses
The 'Optionee’s Undertaking' clause sets out the obligations and commitments that the optionee (the party granted an option) must fulfill under the agreement. Typically, this clause details specific actions the optionee must take, such as maintaining confidentiality, performing due diligence, or adhering to certain operational standards while the option is in effect. By clearly outlining these responsibilities, the clause ensures that the optionee acts in good faith and upholds the terms of the agreement, thereby protecting the interests of the optionor and maintaining the integrity of the option arrangement.
Optionee’s Undertaking. The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Agreement and the Plan.
Optionee’s Undertaking. The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement and the Plan; provided, however, that such additional actions and documents are consistent with the terms of this Option Agreement and the Plan.
Optionee’s Undertaking a) In the event that, prior to the Pre-Closing Exchange (as defined in the Business Combination Agreement), any Optionee exercises any of his or her Options under the Company Share Plan, such Optionee will automatically become an Equity Holder under the terms of this Agreement and will be treated as an Equity Holder for all purposes of this Agreement, assuming any and all rights and obligations herein set forth, including, but not limited to, those set forth in Sections 1.1, 1.2, 1.3, 1.7 and 2.2 of this Agreement and each of Schedule A and Schedule B hereto shall be deemed to be updated to include the equity interests underlying each such exercised Option in Schedule A and the number of Shares to be received in respect thereto in Schedule B.
b) By executing this Agreement, Optionee hereby consents to, and acknowledges and agrees that, pursuant to Section 3.3(a) of the Business Combination Agreement:
i. if Optionee holds any vested but unexercised Options immediately prior to the Third Effective Time, such Options shall on the Third Effective Time be automatically exercised in full (without any action on part of the Optionee), subject to the terms, and in accordance with the provisions, set forth in the Business Combination Agreement. For that purposes, Optionee hereby expressly agrees to a “net exercise” of his or her Options under the terms of Section 3.3(a)(i) of the Business Combination Agreement, pursuant to which the Company will withhold a number of shares sufficient to satisfy the exercise price applicable to such Options.
ii. if Optionee holds any unvested Options immediately prior to the Third Effective Time, such Options shall on the Third Effective Time be automatically converted into an option to purchase New PubCo Ordinary Shares, subject to the terms, and in accordance with the provisions, set forth in the Business Combination Agreement.
c) By executing this Agreement, Optionee hereby consents to, and acknowledges and agrees to the provisions of the Business Combination Agreement, including, but not limited to, Section 3.3(a) thereunder.
Optionee’s Undertaking a) In the event that, prior to the Pre-Closing Exchange (as defined in the Business Combination Agreement), any Optionee exercises any of his or her Options under the Company Share Plan, such Optionee will automatically become an Equity Holder under the terms of this Agreement and will be treated as an Equity Holder for all purposes of this Agreement, assuming any and all rights and obligations set forth herein, and Schedule A hereto shall be deemed to be updated to include the equity interests underlying each such exercised Option in Schedule A.
Optionee’s Undertaking. The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement and the Plan; provided, however, that such additional actions and documents are consistent with the terms of this Option Agreement and the Plan. In addition, to the extent requested by the Company, the Optionee shall become a party to the Management Shareholders Agreement dated as of December 31, 2011 (as in effect from time to time) with respect to any Shares purchased on exercise of this Option; provided that, the provisions of the Management Shareholders Agreement shall cease to apply to the Optionee from and after the consummation of the proposed initial public offering of the common stock, par value $0.01 per share, of the Company, pursuant to a Registration Statement on Form S-1 of Holdings, and in no event shall the restrictive covenants in the Management Shareholders Agreement apply to the Optionee.
Optionee’s Undertaking.
a) In the event that, prior to carrying out any of the transactions set forth in Section 1.4 above, any Optionee exercises any of his or her Options under the Company ESOPs in accordance with the terms of such Options, such Optionee will automatically become an Equity Holder under the terms of this Agreement and will be treated as an Equity Holder for all purposes of this Agreement, assuming any and all rights and obligations herein set forth and Schedule A hereto shall be deemed to be updated to include the equity interests underlying each such exercised Option.
b) By executing this Agreement, Optionee hereby consents to, and acknowledges and agrees that, pursuant to Section 2.4 of the Business Combination Agreement: i. if Optionee holds any Options under the April 2021 Company ESOP or the September 2021 Company ESOP, immediately prior to the Acquisition Effective Time, such Options shall on the Acquisition Effective Time be automatically deemed vested (to the extent they are unvested) and exercised in full (without any action on part of the Optionee), subject to the terms, and in accordance with the provisions, set forth in the Business Combination Agreement. For that purpose, Optionee hereby expressly agrees to an automatic vesting and “net exercise” of his or her Options under the terms of Section 2.4 of the Business Combination Agreement, pursuant to which the Company will withhold a number of Company Shares sufficient to satisfy the exercise price applicable to such Options; and
Optionee’s Undertaking. The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement and the Plan; provided, however, that such additional actions and documents are consistent with the terms of this Option Agreement and the Plan. In addition, to the extent requested by the Company, the Optionee shall become a party to the Management Shareholders Agreement dated as of December 31, 2011 (as in effect from time to time) with respect to any Shares purchased on exercise of this Option; provided that, the provisions of the Management Shareholders Agreement shall cease to apply to the Optionee from and after the consummation of the proposed initial public offering of the common stock, par value $0.01 per share, of the Company, pursuant to a Registration Statement on Form S-1 of Holdings, and in no event shall the restrictive covenants in the Management Shareholders Agreement apply to the Optionee.