Examples of Option Rollover in a sentence
Capitalized terms used herein shall have the meaning set forth in that certain Option Rollover Agreement, dated as of September 23, 2013, by and between the “Management Stockholder” identified below and Pinnacle Holdco Parent, Inc.
The Parties acknowledge and agree that the Option Rollover Agreements and the transactions as set forth therein, are and shall be mutually dependent on this Agreement and the Transactions, and the consummation of the Transactions shall be a condition to the consummation of the transactions as set forth in the Option Rollover Agreements, and the consummation of the transactions as set forth in the Option Rollover Agreement shall be a condition to the consummation of the Transactions.
Any such election shall have been properly made only if Buyer and the Company shall have received a properly completed Option Rollover Election; Cancellation and Payment Acknowledgement by 5:00 p.m. New York City time ten (10) Business Days after the Option Election Delivery Date (the “Option Election Deadline”).
Notwithstanding the foregoing, the Parties acknowledge and agree that the Option Rollover Agreements are not a “Transaction Document” and shall be entered into and enforced separately from this Agreement, while each is mutually dependent on the other.
Each Option Rollover Election; Cancellation and Payment Acknowledgement shall permit the Optionholder to specify and elect: (i) to have no Rollover Options or (ii) to have Rollover Options with a Spread Value of up to 25% of the aggregate Spread Value of all Options held by such Optionholder.
Executive and the Company also previously entered into an Option Rollover Agreement with the Company dated December 16, 2011.
The Parties agree and acknowledge that the right of an Optionholder to receive the payments contemplated by Section 2.10(d)(iv) with respect to such Person’s Options (other than Rollover Options) is substantially vested within the meaning of Treasury Regulation Section 1.83-6 and shall be treated as such regardless of whether the Optionholder delivers to Company a fully completed and executed Option Rollover Election; Cancellation and Payment Acknowledgement at or prior to the Closing.
All legal matters pertaining to the 2025 Festival and this Sponsorship Agreement will be governed by and construed under the laws of the state of Michigan.
Contemporaneously with the closing of the transaction contemplated by this Agreement, the Equity Sponsors or the Related Parties shall have made the Equity Contribution, and the Option Rollover shall have been completed.
The Company hereby agrees that in the unlikely event the timing of Executive’s termination of employment might result in the expiration of unexercised rollover options pursuant to the terms of the Option Rollover Agreement, then the Company and Executive will endeavor to find a mutually satisfactory resolution so as to prevent the expiration of rollover options.