Optionholders Sample Clauses
The Optionholders clause defines the rights and obligations of individuals or entities who hold options to purchase shares in a company. It typically outlines how optionholders may exercise their options, any restrictions on transfer, and the treatment of options in events such as a company sale or merger. This clause ensures clarity regarding the status and entitlements of optionholders, helping to prevent disputes and align expectations among stakeholders.
Optionholders. Except as set forth in this Agreement, no Person that holds securities (including options, warrants, or rights) exercisable, exchangeable, or convertible into Units shall have any rights with respect to such Units until such Person is actually issued Units upon such exercise, exchange, or conversion and, if such Person is not then a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.
Optionholders. Optionholders" shall mean the holders of the Options and/or Option Shares listed on Schedule 2, as such Schedule may be amended from time to time.
Optionholders. Except as set forth in this Agreement, a Person that holds derivative rights (including options, warrants and similar rights) that are exercisable, exchangeable or convertible into Equity Securities has no rights in respect of such Units until such Person is actually issued such Units upon exercise, exchange or conversion of the underlying right and, if such Person is not already a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.
Optionholders. Each of the Optionholders hereby agrees that upon exercise of any Option, the Optionholder exercising such Option shall immediately become a Shareholder for purposes of this Agreement without any action on the part of the Optionholder.
Optionholders. Immediately prior to the Closing, each holder of options (the “Optionholders”) to acquire shares of the Company Common Stock shall exercise such options by executing option exercise letters in the form attached hereto as Exhibit D-1 (with appropriate blanks filled in) (collectively, the “Option Exercise Letters”) and become a stockholder of the Company. In order to fund the exercise price of the options, the Optionholder shall receive loans from the Company, which such loans shall be evidenced by promissory notes in the form attached hereto as Exhibit D-2 (with appropriate blanks filled in) (collectively, the “Notes”) in favor of the Company. For the avoidance of doubt, “Sellers” shall include the Optionholders. The Company shall deliver copies of all of the Option Exercises and Notes promptly after execution thereof.
Optionholders. The Company has caused to be delivered to each In-Money Optionholder a cancellation agreement (the “Option Cancellation Agreement”) which provides that upon receipt and deposit of the Option Consideration, all Options (whether vested or unvested) held by the In-Money Optionholder will be cancelled and be of no further force and effect. Within two (2) Business Days following the later of the Effective Time and delivery of the Option Cancellation Agreement, duly completed and properly executed, the In-Money Optionholder shall be entitled to receive the applicable amounts payable pursuant to Section 1.3. Upon each In-Money Optionholder’s delivery of the Option Cancellation Agreement and receipt of the Option Consideration, all Options shall be automatically canceled and retired and cease to exist, and no holder of any Option (whether vested or unvested, or exercised or unexercised) will have any rights to, or as a holder of, Options to purchase shares of Company Common Stock issuable thereunder. The Company has delivered or caused to be delivered to all Optionholders (other than In-Money Optionholders) the written notice required to be delivered to such Optionholders pursuant to Section 11(C) of the Stock Option Plan in connection with the transactions contemplated by this Agreement.
Optionholders. If the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, then the Shareholders will owe to the Purchaser Parties the amount by which the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, less the portion of such shortfall taken into account in the determination of the Optionholders’ Proportionate Adjustment Amount, which amount the Optionholders will owe to Amalco.
Optionholders. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of the shares of Company Common Stock, each Optionholder in consideration for the cancellation of all NDC Options NDC GROUP, INC. AGREEMENT AND PLAN OF MERGER - 7 - 14 held by such Optionholder, upon the surrender of agreements representing such NDC Options shall (a) receive a proportionate share determined in accordance with Schedule 2.2(a) of the Initial Payment, payable in cash and (b) be entitled to receive a proportionate share determined in accordance with Schedule 2.2(a) of the Earn-Out Payments, payable in cash. Notwithstanding the foregoing, any Optionholder, either directly or through its attorney-in-fact, may deliver notice to Buyer to pay its proportionate interest in an Earn-Out Payment to a designee of such Optionholder on the Optionholder's behalf.
Optionholders. Information Concerning the Company
Optionholders. The Stockholders and Optionholders agree to take such action, and to cause the remaining Directors to take such action, as is necessary or desirable to elect, or confirm the election of, such persons as Directors as soon as practicable following receipt of such notice.