Optionholders. Except as set forth in this Agreement, no Person that holds securities (including options, warrants, or rights) exercisable, exchangeable, or convertible into Units shall have any rights with respect to such Units until such Person is actually issued Units upon such exercise, exchange, or conversion and, if such Person is not then a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.
Optionholders. The Company has caused to be delivered to each In-Money Optionholder a cancellation agreement (the “Option Cancellation Agreement”) which provides that upon receipt and deposit of the Option Consideration, all Options (whether vested or unvested) held by the In-Money Optionholder will be cancelled and be of no further force and effect. Within two (2) Business Days following the later of the Effective Time and delivery of the Option Cancellation Agreement, duly completed and properly executed, the In-Money Optionholder shall be entitled to receive the applicable amounts payable pursuant to Section 1.3. Upon each In-Money Optionholder’s delivery of the Option Cancellation Agreement and receipt of the Option Consideration, all Options shall be automatically canceled and retired and cease to exist, and no holder of any Option (whether vested or unvested, or exercised or unexercised) will have any rights to, or as a holder of, Options to purchase shares of Company Common Stock issuable thereunder. The Company has delivered or caused to be delivered to all Optionholders (other than In-Money Optionholders) the written notice required to be delivered to such Optionholders pursuant to Section 11(C) of the Stock Option Plan in connection with the transactions contemplated by this Agreement.
Optionholders. If the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, then the Shareholders will owe to the Purchaser Parties the amount by which the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, less the portion of such shortfall taken into account in the determination of the Optionholders’ Proportionate Adjustment Amount, which amount the Optionholders will owe to Amalco.
Optionholders. Each of the Optionholders hereby agrees that upon exercise of any Option, the Optionholder exercising such Option shall immediately become a Shareholder for purposes of this Agreement without any action on the part of the Optionholder.
Optionholders. Immediately prior to the Closing, each holder of options (the “Optionholders”) to acquire shares of the Company Common Stock shall exercise such options by executing option exercise letters in the form attached hereto as Exhibit D-1 (with appropriate blanks filled in) (collectively, the “Option Exercise Letters”) and become a stockholder of the Company. In order to fund the exercise price of the options, the Optionholder shall receive loans from the Company, which such loans shall be evidenced by promissory notes in the form attached hereto as Exhibit D-2 (with appropriate blanks filled in) (collectively, the “Notes”) in favor of the Company. For the avoidance of doubt, “Sellers” shall include the Optionholders. The Company shall deliver copies of all of the Option Exercises and Notes promptly after execution thereof.
Optionholders. Optionholders" shall mean the holders of the Options and/or Option Shares listed on Schedule 2, as such Schedule may be amended from time to time.
Optionholders. Except as set forth in this Agreement, a Person that holds derivative rights (including options, warrants and similar rights) that are exercisable, exchangeable or convertible into Equity Securities has no rights in respect of such Units until such Person is actually issued such Units upon exercise, exchange or conversion of the underlying right and, if such Person is not already a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.
Optionholders. Except in the case of the holders of the Warrants as otherwise set forth herein, no person or entity that holds securities (including, without limitation, options, warrants or rights) exercisable, exchangeable or convertible into Units ("OPTIONHOLDER") shall have any rights with respect to such Units until such person or entity is actually issued Units upon such exercise, exchange or conversion and, if such person or entity is not then a Member, is admitted as a Member pursuant to SECTION 10.2. Each Optionholder that is also a Member agrees to be bound by all of the obligations of an Optionholder set forth herein, including, without limitation, those set forth in SECTION 9.3.
Optionholders each on its or his own behalf (i) waives any conflict of interest which Xxxxx X. Xxxxxxx may have as a result of his acting as Escrow Agent hereunder; (ii) acknowledges hereby that they have been urged to review this Escrow Agreement with independent counsel; (iii) waives its or his rights to independent counsel in connection with the actions to be taken hereunder by Xxxxx X. Xxxxxxx as Escrow Agent; and (iv) approves the appointment of Xxxxx X. Xxxxxxx as Escrow Agent hereunder.
Optionholders. The Company shall have delivered to the Buyer evidence in a form reasonably satisfactory to the Buyer that the holders of Company Options representing at least 95% of the Company Shares subject to Company Options which are not vested and exercisable as at Closing have agreed to exchange their Company Options for replacement options in accordance with Section 6.5(b).
