Optionee Undertaking definition

Optionee Undertaking means the undertaking, executed by no later than five (5) Business Days prior to the Closing Date, by and between the Company and each Optionhholder, in the forms attached hereto as Exhibit B.
Sample 1

Examples of Optionee Undertaking in a sentence

  • The Indemnifying Party hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Buyer, and regardless of the results of any such investigation, Xxxxx has entered into this transaction in express reliance upon the representations and warranties of the Company and the Sellers made in this Agreement (and the Optionholders made under the Optionee Undertaking) (in each case, as qualified by the Disclosure Schedule, other than for information purposes only).

  • As a condition for payment each Vested Company Options holder shall execute and deliver to Buyer and the Optionee Undertaking.

  • Following the Closing, other than the provisions of Section 2.6, the sole and exclusive remedy of any Indemnified Party with respect to any and all claims arising in connection with the representations, warranties, covenants and agreements set forth in this Agreement and the Optionee Undertaking will be pursuant to the indemnification obligations set forth in this Article IX hereof and subject to the limitations set forth herein.

Related to Optionee Undertaking

  • insurance undertaking means an insurance undertaking as defined in Article 13, point (1), of Directive 2009/138/EC;

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Performance Undertaking means that certain Performance Undertaking, dated as of the Closing Date, by Performance Provider in favor of Seller, substantially in the form of Exhibit XI, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • reinsurance undertaking means reinsurance undertaking as defined in point (4) of Article 13 of Directive 2009/138/EC;

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Group Undertaking means the Company or another undertaking in the group;

  • railway undertaking means any public or private undertaking licensed according to this Directive, the principal business of which is to provide services for the transport of goods and/or passengers by rail with a requirement that the undertaking ensure traction; this also includes undertakings which provide traction only;

  • related undertaking means any undertaking in which any person has a

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

  • Letter of Undertaking means the letter of undertaking from, amongst others, the Issuer and its Managing Directors to the Initial Purchaser, Investment Manager and the Trustee.

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • Undertaking Letter The letter in substantially the form set forth in Exhibit C of the Trust Agreement.

  • Affidavit and Undertaking means the affidavit and undertaking provided by the Bidder substantially in form and manner as annexed in Annexure I hereto;

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Undertaking means any natural or legal person, whether profit-making or not, or any official body whether having its own personality or not;

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Affiliation Agreement means a written agreement between the governing authority of the program and another organization under the terms of which specified services, space or personnel are provided to one organization by the other, but without exchange of moneys.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).