Examples of Optionholder Consideration in a sentence
Part 2.3(a) of the Disclosure Schedule also lists each holder of a Company Option entitled to receive any portion of the Adjusted Optionholder Consideration, together with the relevant shares subject to such Company Option, the exercise price for such shares, and the portion of the Adjusted Optionholder Consideration to be received by such holder pursuant to Section 1.5(c)(ii) above.
Parent shall act as or select an institution reasonably satisfactory to the Company to act as the exchange agent (the “Exchange Agent”) for the payment of the Minority Stockholder Consideration and the Optionholder Consideration.
Purchaser will cause Corporation to file an election under subsection 110(1.1) of the Tax Act and otherwise comply with such provision in a timely manner in respect of the transfer of the Options by the Optionholders to Corporation and the payment by or on behalf of Corporation of the Optionholder Consideration.
Other than with respect to Optionholder Consideration or Transaction Payments, the Company, Equityholder Representative, Paying Agent, or Escrow Agent will use commercially reasonable efforts to provide notice of any expected deduction or withholding to the Person receiving the payment five (5) Business Days prior to the time the deduction or withholding is required, and will reasonably cooperate with such Person to reduce or eliminate any such deduction or withholding.
Each Option held by the Optionholder shall be deemed at any time after the date the Optionholder executes and delivers this Agreement to the Company to represent for all purposes only the right to receive the Optionholder Consideration as provided in this Section 2.
The Optionholder further acknowledges that the Optionholder Consideration is subject to certain adjustments more specifically described in Section 1.4 to the Merger Agreement.
As a condition precedent to the Optionholder’s right to receive the Optionholder Consideration, the Optionholder hereby irrevocably waives all requirements under the Company Options, the Option Agreement(s), the Company Option Plan or any other separate agreement applicable to such Company Options.
The Option Cancellation Agreements shall set forth for each Optionholder such Optionholder’s portion of the Optionholder Consideration as reduced by the Escrow Amount (as set forth on the Consideration Allocation and Mechanics Schedule).
The Merger Consideration shall be allocated and paid in accordance with Schedule 2.5 attached hereto, which schedule reflects payment to each (i) Stockholder of an amount equal to the product of (i) the number of shares of Common Stock held and beneficially owned by such Holder, and (ii) the Per Share Transaction Consideration, and (ii) Optionholder of an amount equal to the Optionholder Consideration payable to such Optionholder.
Buyer shall pay over to each Shareholder and Optionholder, within fifteen (15) days after receipt or entitlement thereto, the additional amount which such Shareholder or Optionholder would have received at the Closing if the aggregate amount of such Tax refunds had been added to the Purchase Price in the calculation of the Closing Shareholder Consideration and the Closing Optionholder Consideration.