Option Surrender Agreements definition

Option Surrender Agreements agreements in the approved terms between the Optionholders and the Company for the surrender of Options;
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Option Surrender Agreements has the meaning set forth in the Recitals.
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Option Surrender Agreements means the agreements to be entered into by Anderson and each of the holders of Anderson Options in a form satisfactory to Freehold, acting reasonably, pursuant to which each such holder has agreed or shall agree to surrender such Anderson Options in accordance with the provisions of Section 2.6 of the Arrangement Agreement and the Plan of Arrangement;
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Examples of Option Surrender Agreements in a sentence

  • Notwithstanding the foregoing, this Section 7.8 shall not be breached by reason of any “excess parachute payments” that occur (or could occur) due to any arrangements entered into by or at the request of Purchaser, other than the Option Surrender Agreements and the Consulting Agreement.

  • Any Participating Holders who have not theretofore complied with Section 4.1(b) (including any holders of Company Options that are outstanding at the Effective Time who have not theretofore delivered their Option Surrender Agreements) shall thereafter look only to the Purchaser for payment of the Merger Consideration payable to such Participating Holder.

  • Except as set forth in Schedule 5.9(j), neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement (alone or together with any other event) will give rise to any payments or benefits (other than any arrangements entered into by, or at the request of, Purchaser other than the Option Surrender Agreements [and the Consulting Agreement]) that would be nondeductible by the payor under Section 280G of the Code.

  • Mutual shall have terminated the Management and Director Compensation Agreements, and delivered to Bancorp satisfactory evidence of such termination(s), together with the validly executed Severance Agreements, Mutual Senior Management Waivers, Director Waivers, Stock Option Surrender Agreements and Affiliate Agreements.

  • On or prior to the Closing, Sellers’ Representative shall deliver to Purchaser the Option Surrender Agreements executed by each Exchange Optionholder.

  • In accordance with the terms and subject to the conditions of the Transaction Bonus Letter and Option Surrender Agreements (as defined below), at the Closing, in consideration for a portion of the payment specified in each applicable Transaction Bonus Letter and Option Surrender Agreement, each Optionholder shall surrender for cancellation all Options, whether vested or unvested, held by such Optionholder.

  • Purchaser shall have received Option Surrender Agreements duly executed by each Option Holder.

  • Option Holder Instruments of Accession and Option Surrender Agreements shall have been executed and delivered by at least that number of holders of Stock Options such that the Buyer shall have received Option Holder Instruments of Accession, Option Surrender Agreements and Share Holder Instruments of Accession representing, together with the Original Sellers, not less than 90% of the portion of the Purchase Price payable at Closing pursuant to Sections 1.4(b), (c), (d) and (e).

  • Holders of Company Options representing at least ninety-five percent (95%) of all shares of Company Common Stock underlying such Company Options outstanding as of the date of this Agreement shall have (i) exercised their Company Options or (ii) duly executed and delivered copies of their respective Option Surrender Agreements to the Company and the Company shall have delivered true and accurate copies of such Option Surrender Agreements to Purchaser.

  • Innovate shall have received copies of the Share Surrender Agreements and Option Surrender Agreements, duly executed by each of the Company Shareholders and the holders of Company Options.


More Definitions of Option Surrender Agreements

Option Surrender Agreements means the agreements to be entered into by the Company and each of the holders of Company Stock Options, pursuant to which such holders have agreed or shall agree to surrender such Company Stock Options held by them in accordance with the provisions of Section 2.7;
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Related to Option Surrender Agreements

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

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

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

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

  • New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.

  • 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.

  • 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.

  • 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.

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights;

  • 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.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

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

  • 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.

  • 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.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • 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.

  • 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.

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

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

  • 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.

  • 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.

  • Purchase Option As defined in Section 3.18(c).

  • 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.