Examples of Employee Rollover Options in a sentence
The Masonite Securityholder has the exclusive right to dispose of the Employee Rollover Shares and the Employee Rollover Options as provided in this Agreement and such disposition will not violate, contravene, breach or offend against or result in any default under any contract, Laws or Governmental Authorizations to which the Masonite Securityholder is a party or subject or by which the Masonite Securityholder is bound or affected.
The Masonite Securityholder agrees to dispose of the Employee Rollover Options in exchange for the grant by Stile Holding to the Masonite Securityholder of the Replacement Option(s) set out in Schedule 1 to this Agreement.
All representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive the Closing, the execution and delivery under this Agreement of any share or security transfer instruments or other documents of title to any of the Employee Rollover Shares and/or the Employee Rollover Options and the payment of the consideration for the Employee Rollover Shares and/or the Employee Rollover Options.
The Masonite Securityholder is the sole registered and beneficial owner of the Employee Rollover Shares and the sole beneficial owner of the Employee Rollover Options, free and clear of all Encumbrances.
The number of Stile Holding Shares and the exercise price per share under the Replacement Option(s) has been determined on the basis that the aggregate In-the-Money Amount of the Replacement Option(s), immediately after the exchange, will be equal to the aggregate In-the-Money Amount of the Employee Rollover Options, immediately before the exchange.
For greater certainty, but without limitation, the Masonite Securityholder shall have entered into (i) as part of the exchange of Employee Rollover Options, the Option Agreement, and (ii) as part of the exchange of Employee Rollover Options and/or the sale and purchase of Employee Rollover Shares, a management stockholders agreement and a sale participation agreement, in form and content satisfactory to Stile Holding.
For greater certainty, the Masonite Securityholder will receive no consideration for the Employee Rollover Options other than the Replacement Option(s).
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Upon the exchange, the Employee Rollover Options will be cancelled.
The obligation of the Masonite Securityholder to complete the sale and purchase of the Employee Rollover Shares and/or the exchange of Employee Rollover Options under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the conditions precedent set out in Sections 8.1 and 8.2 below (each of which is acknowledged to be inserted for the exclusive benefit of the Masonite Securityholder and may be waived by it in whole or in part).