Participant Interests definition
Examples of Participant Interests in a sentence
Upon the date hereof (the “Grant Date”), the Company shall grant to Optionee, and Optionee shall accept, Options to purchase from the Company the Participant Interests.
Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Optionee, the Company, and their respective successors and assigns (including subsequent holders of Participant Interests); provided that the rights and obligations of Optionee under this Agreement shall not be assignable except in connection with a permitted transfer of Participant Interests under the Operating Agreement.
The Options and the Participant Interests shall be subject to the restrictions on Transfer set forth in the Operating Agreement and the repurchase rights set forth in Section 6.
In the event of a reorganization, recapitalization, Interest dividend or Interest split, or combination or other change in the Interest, the Operating Board may, in order to prevent the dilution or enlargement of rights under outstanding Options, make such adjustments in the number and type of Participant Interests authorized hereunder and the Exercise Price specified herein as may be determined to be appropriate and equitable.
Notwithstanding the foregoing, the restrictions set forth in this Section 1(b) shall not apply to (x) pledges of equity interests or assets in the ordinary course of business by ▇▇▇▇ Consolidated or any Affiliate of ▇▇▇▇ Consolidated so long as the principal assets of such Affiliate do not consist of the Subject Securities or (y) the administration, in the ordinary course of business, of any outstanding awards of Participant Interests (as defined in EPP’s organizational documents).
Other than with respect to Taxes for which TPC is indemnified against pursuant to the terms of the Operative Documents or this Agreement, TPC shall cause Purchaser to pay or cause to be paid all Taxes with respect to the Owner Participant Interests, the Owner Lessor or the Trust Estate relating to the Post-Closing Period, regardless of whether or not the filing period to which such Taxes relate begins before or after the Closing Date.
Any notice to Grantee under this Agreement will be made to Grantee at the address (or telecopy number, email or other electronic address, as the case may be) listed in the Company’s personnel files.
Participant shall have the option, exercisable by so notifying Gastar on or before the 30th day after the giving of such notice by Gastar, to require Gastar to also sell to such prospective purchaser a pro rata portion of the Participant Interests upon the same terms and conditions as are applicable to the sale of the Gastar Interests.
Whether or not the purchase and sale of the Owner Participant Interests is consummated and except as otherwise provided for herein, TPC shall bear its expenses and Seller shall bear its expenses relating to or arising out of this Agreement, including, but not limited to, fees for attorneys, accountants and other advisors.
Owner Lessor has not incurred, and the Ownership Participant Interests are not subject to, any Indebtedness or other liabilities of any kind other than the Lease Debt and obligations under the Participation Agreement and the Operative Documents.