Rollover Option Agreement definition

Rollover Option Agreement means the “Rollover Option Agreement” as defined in the LAZ-MD Operating Agreement.
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Rollover Option Agreement means the agreements in the form attached hereto as Exhibit C entered into with the holders of Rollover Options.
Sample 1Sample 2
Rollover Option Agreement means the rollover option agreement between CaymanCo and you effective as of September 16, 2008; “SERP” means the amended and restated supplemental retirement plan agreement made April 30, 2007 between you and CHC Helicopters International Inc.; “SERP Waiver” means the waiver and consent to the amendment of the amended and restated supplemental retirement plan agreement between CHC Helicopters International Inc. and you dated September 15, 2010. “Shareholders Agreement” means the management shareholders agreement among CaymanCo and the management shareholders of CaymanCo dated as of September 16, 2008; “Special A Shares” means the special A shares having a par value of $0.01 each in the capital of CaymanCo; “Special A Share Subscription Agreement” means the agreement pursuant to which you subscribed for 80,000 Special A Shares effective as of September 16, 2008; “Taxation” or “Tax” means all forms of taxation, duties, imposts, charges, withholdings, contributions, impositions and levies whatsoever and whenever imposed and whether of Canada or elsewhere and without prejudice to the generality of the foregoing includes: (a) income tax, capital gains tax, inheritance tax, value added tax, national insurance and social security contributions, withholding taxes and any payment whatsoever which any person may be or becomes legally bound to make to any Tax Authority or other person as a result of any entitlement relating to Taxation (whether or not such liability is primarily imposed upon that person or another person and whether or not that person may have any right of relief or reimbursement) and any other taxes, duties, levies or imposts supplementing or replacing any of the foregoing; and (b) all interest, fines or penalties in respect of and relating to any of the foregoing; “Tax Authority” means any government or other authority whatsoever competent to impose, collect or administer any Tax whether in Canada, Luxemburg, the Cayman Islands or any other jurisdiction; “Tax Liability” means a liability of you, Xxxxxxxxx Xxxxx, to make any payment of or in respect of Tax whether or not such liability is contingent; and
Sample 1

Examples of Rollover Option Agreement in a sentence

  • For the avoidance of doubt, the Shares underlying the option granted pursuant to the Rollover Option Agreement, dated as of January 27, 2008 between Harrah’s Entertainment, Inc.

  • The Purchaser tenders herewith payment of the full exercise price in the form of cash, by check or by wire transfer or, if permitted under the Rollover Option Agreement, (i) by delivery to the Company of certificate no(s).

  • The Purchaser acknowledges and affirms the obligations set forth in Section 7 of the Rollover Option Agreement.

  • The Purchaser acknowledges and affirms the obligations set forth in Sections 3(d) and (e) and Section 7 of the Rollover Option Agreement.

  • The Purchaser understands that the certificate or certificates evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Rollover Option Agreement, and that the Company will retain physical possession of the Shares.

  • In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Shares under the Rollover Option Agreement.

  • Under certain circumstances, the Company has the right to repurchase the Class A Shares from the undersigned (or from the holder of the Class A Shares, if different from the undersigned) upon the occurrence of certain events as described in the Rollover Option Agreement.

  • By: Its: [Signature page to Non-Qualified Rollover Option Agreement] EXHIBIT A Rollover Options Date of Grant Number of Shares Subject to Option Exercise Price [_____] [_____] [_____] Aggregate Value of Rollover Options: $[____] EXHIBIT B NOTICE OF EXERCISE Hotshine Holdings, Inc.

  • Xxxxxxx Executive Vice President & General Counsel ACCEPTED: The undersigned hereby acknowledges having read this Rollover Option Agreement and, having had the opportunity to consult with legal and tax advisors, hereby agrees to be bound by all provisions set forth herein.

  • By: Name: Title: PARTICIPANT [Participant] [Signature Page to [Participant] Rollover Option Agreement] SCHEDULE A Number of Rollover Options1 Option Price Expiration Date Rollover Options [●] $[●] [●] [●] $[●] [●] [●] $[●] [●] 1 Number of Rollover Options after giving effect to the stock split that occurred contemporaneously with the Merger.

Related to Rollover Option Agreement

  • Put Option Agreement has the meaning set forth in the recitals.

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient; and

  • Option Agreement means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Vesting Agreement means each or any, as the context implies, agreement or instrument entered into by an LTIP Unitholder upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Stock Grant Agreement means the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares.

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Put Agreement means an agreement dated as of August 13, 2008, as amended, among the Company, OT LLC and Rio Tinto Alcan.

  • RSU Agreement means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock Units.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Shareholders Agreement shall have the meaning set forth in the Recitals.