Examples of Company Option Holders in a sentence
At the request of the Parent, the Company shall cooperate with the Parent to enter into a Company Option Contract with any one or more Company Option Holders (other than a Signing Date Consenting Stockholder), as designated by the Parent, with respect to one or more Company Options held by such Company Option Holder.
The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders.
Upon the Escrow Termination Date, a portion of the Escrow Fund (the “Escrow Release Amount”) shall promptly be delivered to (a) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (b) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11).
Company Option Holders listed on Section 6.09(d) of the Company Disclosure Schedule shall have executed and delivered the In-the-Money Option Holder Agreements and Out-of-the-Money Option Holder Agreements as specified on Section 6.09(d) of the Company Disclosure Schedule.
At the First Effective Time, each Class A Common Share issued by the Company (or deemed to be issued by the Company) to Company Option Holders upon exercise of Company Options pursuant to clause (i) of this Section 2.06(a) and issued and outstanding (or deemed to be outstanding) immediately prior to the First Effective Time (a “Converted Option Share”) shall be converted into the right to receive the Per Share Consideration to be paid in accordance with Section 2.03.
As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claims to (i) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (ii) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11).
The respective amounts payable to each of the Company Stockholders, the Vested Company Option Holders and the Participating Interest Holders in the Consideration Spreadsheet as of the Closing Date shall reflect the calculation of the Aggregate Closing Merger Consideration as adjusted for the Estimated Working Capital.
The Company shall obtain the consent of the Company Option Holders to the replacement of their Company Options, in the form attached hereto as Schedule E including their confirmation that they understand that there is no guarantee that the Replacement Options shall enjoy a preferred tax arrangement and that neither the Purchaser nor the Company are obligated towards the Option Holders to apply for any tax ruling.
The Stockholders and Company Option Holders hereby appoint Stockholders’ Agent for the purposes and upon the terms and conditions hereinafter set forth, and each Stockholder and Company Option Holder shall be irrevocably bound by any action taken by Stockholders’ Agent in accordance herewith.
Notices or communications to or from Stockholders’ Agent after the Closing shall constitute notice to or from each of the Stockholders and Company Option Holders.