LLC Option Exercise definition

LLC Option Exercise means the exercise, whether in whole or in part, of an LLC Option by the applicable LLC Optionee in accordance with the provisions of the applicable LLC Option and the Original Management Equity Plan, including the payment by such LLC Optionee to the Company of the exercise price in respect thereof (whether in cash or in kind through a cashless exercise).
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LLC Option Exercise means the exercise, whether in whole or in part, of an LLC Option by the applicable LLC Optionee in accordance with the provisions of the applicable LLC Option and the Original Management Equity Plan, including the payment by such LLC Optionee to the Company of the exercise price in respect thereof (whether in cash or in kind through a cashless exercise). “LLC Optionees” means each of the Persons named on Schedule 2 attached hereto with respect to the number of shares of Common Units underlying the LLC Options set forth opposite the name of such Person under the column labeled “LLC Options” therein, as long as the LLC Option of such Person remains effective in accordance with its terms and only to the extent of the remaining number of Common Units with respect to which such Person has not then exercised its purchase right under such LLC Option. “LLC Options” means the Original LLC Options granted under the Original Management Equity Plan, in each case as amended in connection with the Recapitalization, and which after giving effect to the Recapitalization give each LLC Optionee the right to purchase, subject to the terms and conditions set forth therein, the number of Common Units set forth opposite such LLC Optionee’s name on Schedule 2 hereto at an exercise price of $[.] per Common Unit. For the avoidance of doubt, no additional LLC Options will be issued on and after the date of this Agreement. “Losses” means items of Company loss or deduction determined according to Section 5.01(b). “Majority Members” means the Members holding a majority of the Voting Units then outstanding; provided that, if as of any date of determination, a majority of the Voting Units are then held by the Manager or any Affiliates controlled by the Manager, then “Majority Members” shall mean the Manager together with Members (other than the Manager and its controlled Affiliates) holding a majority of the Voting Units (excluding Voting Units held by the Manager) then outstanding. “Material Subsidiary” means any direct or indirect Subsidiary of the Company that, as of any date of determination, represents more than (a) 50% of the consolidated net tangible assets of the Company or (b) 50% of the consolidated net income of the Company before interest, taxes, depreciation and amortization (calculated in a manner substantially consistent with the definition of “Consolidated Net Income” and/or “EBITDA” or similar definition(s) appearing therein in the Credit Agreements, including such add...
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Examples of LLC Option Exercise in a sentence

  • For the avoidance of doubt, if this Agreement is terminated, neither the LLC Optionholders nor Holdings will be required to consummate the Specified LLC Option Exercise.

  • In accordance with Sections 3.10(a) and 12.02, from time to time on or after the date of this Agreement, upon each LLC Option Exercise the applicable LLC Optionee shall be admitted to the Company as an Additional Member.

  • The Xxxxx LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against Xxxxx LLC in accordance with Section 12.2 hereof.

  • In accordance with Section 12.02, from time to time on or after the date of this Agreement, upon each LLC Option Exercise the applicable LLC Optionee shall be admitted to the Company as an Additional Member.

  • The Xxxxx LLC Option Exercise Price shall accrue Interest from the date hereof until the exercise of the Xxxxx LLC Put Option or the Call Option with respect to the Option Shares owned by Xxxxx LLC.

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  • Upon receipt of the Xxxxxx LLC Option Exercise Notice, or the MEC Exercise Notice, as the case may be, the Escrow Agent shall deal with such Xxxxxx LLC Cash Escrow Funds in accordance with Section 5 of the Escrow Agreement as if such Xxxxxx LLC Cash Flow Escrow Funds had been wired to the Escrow Agent by the Issuer following receipt by the Escrow Agent of the Xxxxxx LLC Option Exercise Notice, or the MEC Exercise Notice, as the case may be.

  • At such time as Xxxxx LLC receives any such cash payments or other agreed upon consideration, Xxxxx LLC and MEC shall so notify the Issuer and the Issuer shall immediately recall (and Xxxxx LLC shall deliver to Issuer) and cancel the then current Xxxxx LLC Letter of Credit and re-issue the Xxxxx LLC Letter of Credit in an amount equal to the then current Xxxxx LLC Option Exercise Price (as reduced by the amount of any cash payments or other agreed upon consideration received by Xxxxx LLC).

  • The Put Option Exercise Price shall be allocated between the PRAI Option Shares and the LRAI Option Shares and between Xxxxxx LLC and Xxxxx LLC on the basis set forth on Schedule 3.3. The Xxxxxx LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against Xxxxxx LLC in accordance with Section 12.1 hereof.

  • The Call Option Exercise Price shall be allocated between the PRAI Option Shares and the LRAI Option Shares and between Xxxxxx LLC and Xxxxx LLC on the basis set forth on Schedule 3.3. The Xxxxxx LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against Xxxxxx LLC in accordance with Section 12.1 hereof.

Related to LLC Option Exercise

  • Option Exercise Notice has the meaning set forth in Section 2.4(c).

  • Option Exercise Price means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

  • Option Exercise Period has the meaning set forth in Section 6.4.

  • Option Exercise Date has the meaning specified in Section 2.1.

  • Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Net Exercise means a Net Exercise as defined in Section 6.3(b)(iii).

  • Call Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and payment of the exercise price, as specified therein, to purchase from the writer thereof the specified underlying Securities.

  • Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:

  • Reload Option means any Option granted under Section 6(a)(iv) of the Plan.

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • Warrant Exercise Price means $0.05 per share.

  • Post-Termination Exercise Period means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Initial Warrant Exercise Date means __________, 1997.

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • New Exercise Date means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

  • Put Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and tender of the specified underlying Securities, to sell such Securities to the writer thereof for the exercise price.

  • Exercise Notice has the meaning set forth in Section 3.2(1);

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Initial Exercise Price shall have the meaning set forth in Section 2.4.1.

  • Option means a stock option granted pursuant to the Plan.

  • Conversion Option means the Company’s option to convert some or all of the Series D Preferred Stock into that number of shares of Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.

  • Optioned Stock means the Common Stock subject to an Option.