Examples of Subsidiary Option in a sentence
If the Year 1 Option, Year 2 Option, Year 3 Option and/or the Subsidiary Option are required to be issued pursuant to this agreement, the Company shall, within 14 days after the required grant date of the option, file with the SEC a registration statement on Form SB-2 which will register for sale the entire number of shares under the respective option.
In the event the AAG Member validly exercises the AAG Subsidiary Option as described above and complies with clauses (i), (ii), (iii) and (iv), above, the Company shall not cause the Material Subsidiary Decision to be implemented and shall instead sell the subject Subsidiary to the AAG Member on the terms and conditions set forth above and in accordance with the transfer agreements contemplated by clause (iv), above.
In the event the AAG Member does not elect to exercise the AAG Subsidiary Option within the time period described above or otherwise does not comply with the provisos set forth in clauses (i), (ii), (iii) or (iv) above or is otherwise unable to consummate the purchase of the applicable Subsidiary, the Material Subsidiary Decision shall be given full force and effect and the Company shall implement such Material Subsidiary Decision notwithstanding the dissenting vote of the AAG Manager.
At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action of any Party or any other Person, each Subsidiary Option (whether vested or unvested) shall cease to represent the right to purchase shares of Subsidiary Common Stock and shall be converted into an option to purchase shares of Company Common Stock (each, a “Subsidiary Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions determined as set forth below.
As used herein, the term “Subsidiary Committee” refers to a committee designated by the Board of Directors of the Subsidiary to establish the exercise prices of options granted under the Subsidiary Option Plan, and the conversion rate between shares of such Subsidiary issued under its Subsidiary Option Plan and shares of Common Stock issuable upon conversion thereof.
In the event that any options under a Subsidiary Option Plan expire or terminate for any reason without being exercised, the number of shares issuable under the Plan shall be adjusted as if such unexercised options had never been granted.
At the Subsidiary Merger Effective Time, by virtue of the Subsidiary Merger and without any action of any Party or any other Person, each Subsidiary Option (whether vested or unvested) shall cease to represent the right to purchase shares of Subsidiary Common Stock and shall be converted into an option to purchase shares of Company Common Stock (each, a “Subsidiary Rollover Option”).
The Subsidiary Option Schedule shall be subject to review and approval by Priveterra, with such approval not to be unreasonably withheld, conditioned or delayed..
Priveterra and the Company shall cooperate in good faith to approve and finalize the Subsidiary Option Schedule at least two Business Days prior to the Subsidiary Merger Effective Time.
The Seller, the Subsidiary, Xxxxxxx, Xxxxxxxx and/or their Affiliates acknowledge that the provisions of the No Shop Agreement, Lock-Up, the Subsidiary Option and/or the Seller Option are an integral part of the transactions contemplated by this Agreement and that without these provisions the Buyer would not enter into this Agreement and/or agree to pay the Purchase Price as set forth herein.