Participating Optionholder definition

Participating Optionholder means each Company Optionholder that holds Vested Company Option(s) and has executed and delivered to Buyer an Option Cancellation and Joinder Agreement at or prior to Closing.
Sample 1
Participating Optionholder means a holder of a Vested In-Money Option that is participating in the Total Merger Consideration pursuant to Section 3.2(a).
Sample 1
Participating Optionholder means holders of Vested Options.
Sample 1

Examples of Participating Optionholder in a sentence

  • If any Bonus Payment Recipient, Participating Optionholder, Other Stockholder or Specified Stockholder would be entitled to receive (without taking into account Section 1.5(h) of the Merger Agreement) a fractional Holdco Share in connection with any release and distribution of Escrow Shares on any Escrow Release Date, then such Person shall be entitled to receive from Holdco, in lieu of such fractional share, one (1) Holdco Share.

  • After the Effective Date, the Company Stockholders and Participating Optionholders shall be third party beneficiaries of this Section 6.05, and the Representative shall have the right to enforce the obligations of the Company and Parent set forth in this Section 6.05 on their behalf (provided that no Company Stockholder or Participating Optionholder shall have a right to enforce this Section 6.05 other than through action taken by the Representative on their behalf).

  • The DMMAG felt that the ESCA format potentially allows this to be outlined better than the RICaD which was originally agreed.

  • Any payments made to a Shareholder or Participating Optionholder pursuant to this Section 1.5 will be treated as adjustments to the Adjusted Share Consideration or Vested Option Consideration, as applicable, for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.

  • All decisions and actions by the Stockholders’ Representative shall be binding upon all of the Non-Series C Stockholders, Participating Warrantholders, and Participating Optionholders, and no Non-Series C Stockholder, Participating Warrantholder or Participating Optionholder shall have the right to object, dissent, protest, or otherwise contest the same.

  • Tyler or the Surviving Corporation, as applicable, shall promptly pay over, or cause to be promptly paid over, to the appropriate Governmental Authority responsible for Taxes all such Taxes and promptly provide evidence of such payment to the applicable Stockholder or Participating Optionholder.

  • The Company shall have delivered or caused to be delivered to Parent a Participating Optionholder Instrument executed by each of the Participating Optionholders (or their duly authorised agent).

  • Tyler shall cause the Paying Agent on behalf of Tyler, no later than three Business Days after the Closing Date to cause to pay to each Non-Employee Participating Optionholder, the cash amount such Non-Employee Participating Optionholder has the right to receive pursuant to Section 3.2(a) as set forth for such Participating Optionholder on the Consideration Spreadsheet.

  • No Stockholder, Participating Warrantholder, or Participating Optionholder shall be liable for breaches of the representations, warranties and covenants specific to any other Stockholder, Participating Warrantholder, or Participating Optionholder.

  • To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority responsible for Taxes by Tyler or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the respective Stockholder or Participating Optionholder in respect of which such deduction and withholding was made by Tyler or the Surviving Corporation, as applicable.


More Definitions of Participating Optionholder

Participating Optionholder means each Person who or which (a) is an Optionholder of record of the Company entitled to receive a portion of the Merger Consideration and (b) properly completes, fully executes and timely delivers an Option Surrender Agreement in accordance with this Agreement.
Sample 1
Participating Optionholder has the meaning set forth in Section 3.01(h).
Sample 1
Participating Optionholder. Section 10.2(yy) “Party/Parties” Preamble “Patents” Section 10.2(oo)(i) “PCAOB Amounts” Section 10.2(zz)
Sample 1
Participating Optionholder means each Optionholder entitled to receive payment of a portion of the Closing Date Merger Consideration pursuant to Section 1.5(d);
Sample 1
Participating Optionholder means each Person who or which (a) is an Optionholder of record of the Company entitled to receive a
Sample 1
Participating Optionholder means a holder of Company Options that are vested at the Effective Time.
Sample 1

Related to Participating Optionholder

  • Optionholder means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

  • Option Holder means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

  • Company Optionholder means a holder of one or more Company Options;

  • Participating employee means an employee whose election to participate in a Plan has been approved by the employer.

  • Optionholders means the holders of Options.

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Designated Participant means such employees or officers of the Company or a related entity of the Company as the Board may designate from time to time as eligible to participate in the Plan;

  • FTR Participant means any Market Participant that provides or is required to provide Collateral in order to participate in PJM’s FTR auctions.

  • Company Optionholders means the holders of Company Options.

  • Option Holders means the holders of the Options.

  • Voting Participant has the meaning specified in Section 10.06(d).

  • Employee Option means an Option granted pursuant to Section 5.

  • Major Participant means each Equity Member and each member of the Proposer’s organization: (a) with primary responsibility for design; (b) with primary responsibility for construction; or (c) with a proposed subcontract with a value greater than or equal to 5% of the contract price or $20 million, whichever is greater.

  • Grandfathered Stockholder has the meaning set forth in Section 1.1.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Non-U.S. Participant means any Participant that if it were a Lender would qualify as a Non-U.S. Lender.

  • Designated Employee means an employee who has been designated by the school to receive complaints of hazing, harassment and bullying pursuant to subdivision 16 V.S.A. 570a(a)(7). The designated employees for each school building are identified in Appendix A of this policy.

  • Other Participant means a cooperative project participant other than the United States.

  • Octopus Holder means a user of an Octopus who may be an AAVS Account Holder or who has linked his/her Octopus to an AAVS Account in the name of one of his/her family members or friends;

  • Transferring Employee means an employee at the airport who timely transfers to the regional authority by the transfer date.

  • Eligible Employee means full-time and part-time employees in the bargaining unit who have completed four hundred and fifty (450) hours of service and who are not prohibited from contributing to the Plan by legislation or the Plan rules because of their age or because they are in receipt of a pension from the Plan.

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Terminated Participant means a person who has been a Participant, but whose employment has been terminated other than by death, Total and Permanent Disability or retirement.

  • Eligible Director means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.

  • Section 16 Participant means a participant under the Plan who is then subject to Section 16 of the Exchange Act.