Qualifying Option definition
Examples of Qualifying Option in a sentence
Promptly after the date hereof, the Company shall provide each Qualifying Option Holder with a copy of the Information Statement together with the form of Option Holder Transmittal Letter for completion by such Qualifying Option Holder.
Immediately upon written demand from Parent, the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients shall severally but not jointly reimburse Parent for all Taxes of the Company for any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”) and for the Company Stockholders’, Qualifying Option Holders’ and Bonus Pool Recipients’ portion (as determined pursuant to clause (c) below) of all Taxes of the Company for any Straddle Period.
Except as provided below, each individual Company Stockholder’s, Qualifying Option Holder’s and Bonus Pool Recipient’s aggregate Liability for all Damages to which the Parent Indemnified Persons are entitled to indemnification pursuant to this Article X shall be forfeiture of the Escrowed Cash allocable to such Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient and such Company Stockholder’s, Qualifying Option Holder’s and Bonus Pool Recipient’s Pro Rata Portion of the Earnout Payments.
Any released Escrowed Cash shall be released to the Company Stockholders and Qualifying Option Holders and allocated to the Bonus Pool, in each case to the extent the foregoing are deemed to have contributed such released Escrowed Cash to the escrow fund pursuant to Sections 2.8, 2.9 and 2.10.
In order to receive payment for a Qualifying Company Option in accordance with this Article II, each Qualifying Option Holder must provide Parent with a duly completed and validly executed letter of transmittal in the form of Exhibit B attached hereto (an “Option Holder Transmittal Letter”).