Optionholder Agreements Sample Clauses

Optionholder Agreements. Within twenty (20) days of the date of this Agreement, ANBFC will provide to Summit BHC written agreements, in the form attached as Exhibit F hereto, from all holders of the ANBFC Options in which each such ANBFC Optionholder agrees (i) not to exercise any of the ANBFC Options, (ii) to accept the pro rata portion of the Merger Consideration for the ANBFC Options as described in Section 1.05 as of the Effective Date, and (iii) upon receipt of such Merger Consideration, such ANBFC Options shall be cancelled and shall terminate at the Effective Date. If requested to do so by Summit BHC, ANBFC, immediately prior to the Effective Date, but in no event prior to the Closing Date, shall pay the pro rata portion of the Merger Consideration due for the ANBFC Options.
Sample 1
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Optionholder Agreements. Each Optionholder who has accepted ongoing employment with the Surviving Corporation shall have executed an agreement, substantially in the form attached hereto as EXHIBIT 7.2(k), terminating all right, title and interest in and to the Company Options and the shares underlying the Company Options. Such agreement shall also provide that each Optionholder shall agree (x) to execute a purchaser representation letter in form acceptable to Acquiror and (y) if Acquiror requires, to enlist the services of a purchaser representative and to cooperate with Acquiror and the purchaser representative. Such agreement shall also provide that the aggregate costs of such purchaser representative shall be borne equally by each such optionholder requiring the services of the purchaser representative; and
Sample 1
Optionholder Agreements. FCNB shall have received agreements, in the form attached hereto as Exhibit D and from each of the holders as of the date hereof of options pursuant to the Harbor Option Plan, relating to the matters contemplated by Section 2.1(c) hereof. The Optionholder Agreements from persons holding options pursuant to the Harbor Option Plan shall include, but shall not be limited to, the agreement of such persons that such options shall be terminated as of the Effective Time.
Sample 1

Related to Optionholder Agreements

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholder and Similar Agreements The Company is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of the Company or any of its subsidiaries.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

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