Subsidiary Option definition
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.
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.
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..
There are no commitments or agreements of any character to which Actions Zhuhai is bound obligating Actions Zhuhai to accelerate or otherwise alter the vesting of any Subsidiary Option as a result of the Transactions.
The exercise price per share of Parent Class A Common Stock of such Replacement Parent Option shall be an amount equal to the quotient obtained by dividing (A) the exercise price per B Ordinary Share subject to such Company Subsidiary Option immediately prior to the Effective Time by (B) the Company Class A Per Share Consideration.
The parties agree that breach of the No Shop Agreement, Lock-Up, the Subsidiary Option and/or the Seller Option by the Seller, the Subsidiary, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and/or their Affiliates will entitle the Buyer to injunctive relief to prevent such breach and to specific performance as well as all monetary and other damages allowed by law.