Promised Optionholder definition

Promised Optionholder means an individual who holds one or more Promised Options.
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Promised Optionholder means each Person listed under the heading “Promised Optionholder” on Section 2.2(c) of the Disclosure Schedule.
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Promised Optionholder means each of (a) Pxxxxxx Xxxxxxx, (b) Jxxx Xxxxxxxxxxxx, and (c) Dxxxx Xxxxx.
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Examples of Promised Optionholder in a sentence

  • The Company shall have delivered a Promised Option Release duly executed by the Company and each Promised Optionholder.

  • In the event of any claims for indemnification by a Purchaser Indemnified Party, the rights of the Seller Entity (and the right of each Beneficial Seller and Promised Optionholder by direction) to receive any and all Earnout Consideration under this Schedule I shall be subject to setoff as set forth in Section 8.4(e) and Section 8.8 of the Agreement.

  • As a condition to the issuance of any Earnout Shares to any Beneficial Sellers or Promised Optionholders at the direction of the Seller Entity in accordance with this Schedule I and Section 2.1(c) of the Agreement, Purchaser may also require that any Beneficial Seller or Promised Optionholder enter into a Lock-Up Agreement if such Beneficial Seller or Promised Optionholder did not enter into a Lock-Up Agreement at the Closing.

  • At the direction of the Seller Entity in accordance with Section 2.1(c) of the Agreement, Purchaser shall issue to each Beneficial Seller and each Promised Optionholder such Beneficial Seller’s and such Promised Optionholder’s Earnout Pro Rata Share of the Earnout Shares as set forth in the Earnout Spreadsheet.

  • The Seller Entity shall not authorize the payment of any transaction bonuses, retention bonuses or other similar payments (other than the Promised Optionholder Transaction Bonuses and the Employee Transaction Bonuses) without the prior written consent of the Purchaser.

  • Purchaser shall be permitted to distribute cash to the Seller Entity in lieu of issuing Earnout Shares to a Beneficial Seller or Promised Optionholder if such Beneficial Seller or Promised Optionholder is otherwise entitled to receive Earnout Shares has not demonstrated to the reasonable satisfaction of Purchaser that such Beneficial Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • The Company shall use its Reasonable Best Efforts to cause each Vested Company Optionholder and each Vested Promised Optionholder to execute the Optionholder Waiver and Acknowledgement to be executed on or prior to the Closing Date.

  • As a condition to the issuance of any Earnout Shares to any Beneficial Sellers or Promised Optionholders at the direction of the Seller Entity in accordance with this Schedule I and Section 2.1(c) of the Agreement, the Purchaser may require that such Beneficial Seller or Promised Optionholder deliver an Investor Questionnaire (regardless of whether an Investor Questionnaire was previously delivered by such Beneficial Seller or Promised Optionholder).

  • The Seller Entity shall not amend its Organizational Documents after the Closing in a manner that would change the amount or form of consideration payable or issuable, directly or indirectly, to any Beneficial Seller or Promised Optionholder in accordance with the terms of this Agreement without the prior written consent of the Purchaser.


More Definitions of Promised Optionholder

Promised Optionholder is defined in Section 2.6(c).
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Related to Promised Optionholder

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

  • 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.

  • Promised Options means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Share’s price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.

  • Optionholders means the holders of Options.

  • Company Optionholders means the holders of Company Options.

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

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • Optionee means an Employee or Consultant who receives an Option.

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

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

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Continuous Service means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

  • Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.

  • 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.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Awardee means the holder of an outstanding Award.

  • Option Holders means the holders of the Options.

  • Continuous Status as an Employee or Consultant means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

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

  • Continuous Status as an Employee, Director or Consultant means the employment or relationship as a Director or Consultant is not interrupted or terminated. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors.

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Non-Vested Shares means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

  • 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.