Vested Optionholders definition
Examples of Vested Optionholders in a sentence
Promptly following any such Buyer Exchangeable Shares becoming issuable to the Company Shareholders and the Vested Optionholders, the Corporation shall cause Buyer to deliver such Buyer Exchangeable Shares to the Exchange Agent (as defined in the Merger Agreement), to be held and delivered by the Exchange Agent to the Company Shareholders and the Vested Optionholders in accordance with Section 2.9 of the Merger Agreement.
In the case of issued Buyer Exchangeable Shares, each of the Company Shareholders (and, if applicable, the Vested Optionholders) shall surrender for cancellation the requisite number of Buyer Exchangeable Shares and will cooperate fully with the Buyer and the Exchange Agent with respect to same.
If and to the extent the Holdback Amount is delivered (1) to the Sellers, interest shall be imputed on such amount as required by Sections 483 or 1274 of the Code, and (2) to the Vested Optionholders, such amounts shall be treated as compensation and includable in gross income of such holders and deductible by Buyer at the time of payment, to the extent required by law.
In the event the Acquisition does not close for any reason, Buyer shall have no Liability to the Company, the Sellers, the Vested Optionholders or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such consents, modifications, waivers and approvals.
The Company and each of the Sellers and Vested Optionholders who are a party to this Agreement shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with Buyer) regarding any Alternative Transaction.
Neither the Sellers, the Vested Optionholders, nor any current Employee, director or officer of the Company owns directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer or director or in another similar capacity of, any competitor, customer or supplier of the Company, or any organization which has a contract or agreement with the Company.
At Closing, Buyer shall withhold from the Estimated Purchase Price otherwise payable to the Sellers and Vested Optionholders the Holdback Amount to secure the payment of the indemnification obligations set forth in Section 6.9 and ARTICLE VIII which amounts shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Section 6.9 and ARTICLE VIII hereof.
From time to time thereafter as any Earnout Consideration becomes issuable to the Company Shareholders and the Vested Optionholders pursuant to the Investor Rights Agreement, the SPAC shall promptly make such amendments to such document as are necessary to update the number of SPAC Subordinate Voting Shares into which such PEF Warrant converts taking into account such Earnout Consideration.
Buyer makes no representations or warranties to the Company or to any Sellers or Vested Optionholders regarding the Tax treatment of the Acquisition, or any of the Tax consequences to the Company or any Sellers or Vested Optionholders of this Agreement, the Acquisition or any of the other transactions or agreements contemplated hereby.
The Company acknowledges that the Company, the Sellers and the Vested Optionholders are relying solely on their own Tax advisors in connection with this Agreement, the Acquisition and the other transactions and agreements contemplated hereby.