Option Consent definition

Option Consent has the meaning set forth in Section 2.11(a).

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Option Consent has the meaning set forth in Section 1.6(a).

Option Consent means a consent to be signed by each holder of options in the Company in the agreed form and delivered at Completion;

Examples of Option Consent in a sentence

If (i) the number, type and rights of the shares of capital stock of the Company are not as set forth in Section 3.6, and/or (ii) the rights (whether options, warrants or any other rights) to acquire capital stock of the Company are not as set forth in Section 3.6, the consideration to be delivered in respect of a share of Company Common Stock and a Vested Company Option for which an Option Consent has been obtained (and accordingly, pursuant to Section 2.6) shall be adjusted downward as appropriate.
Notwithstanding the foregoing, any Option Payments made pursuant to this Section 1.3(a)(iii)(A) shall only be made to holders of Cash-Out Options who have delivered a duly executed Option Consent pursuant to the terms of Section 1.4(b) below.
The Company Securityholders recognize that they may have claims of which they are totally unaware and unsuspecting, but that which they are nevertheless releasing and giving up by providing the general release set forth above and in the Company Securityholder’s Letter of Transmittal and Option Consent, as applicable.
An Option Consent from at least 95% of Company Optionholders that hold Cash-Out Options as of the Closing Date.
A Designated Option Consent from at least 95% of Company Optionholders that hold Designated Options as of the Closing Date.
Notwithstanding the foregoing, any Designated Option Payments made pursuant to this Section 1.3(a)(iii)(C) shall only be made to holders of Designated Options who have delivered a duly executed Designated Option Consent pursuant to the terms of Section 1.4(b) below.
Parent shall have received from the holders of at least ninety nine percent (99%) of the Company Options each such holder’s duly executed Option Consent.
Designated Option Payments to a Company Optionholder holding Designated Options shall be made only if such Company Optionholder shall have delivered a duly executed Designated Option Consent prior to the Closing Date.
Concurrently with the execution and delivery of this Agreement, the stockholders of the Company are each entering into the Restricted Stock and Joinder Agreement, in the form of Exhibit B-1 (the “Restricted Stock and Joinder Agreement”), the optionholders of the Company are each entering into the Option Consent Agreement, in the form of Exhibit B-2 (the “Option ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Optionholders who in the aggregate hold at least 85% of the Company Options outstanding at the Effective Time shall have delivered an Option Consent.

More Definitions of Option Consent

Option Consent is defined in Section 4.2.1.

Option Consent means an option consent agreement signed by a holder of Company Options, in the form attached hereto as Exhibit H, pursuant to which such holder, effective upon the Closing, (a) agrees to be bound by the indemnification provisions of Article VII of this Agreement, (b) agrees to the treatment of Company Options set forth in Section 1.6.1(c), (c) appoints the Holder Representative in accordance with Section 7.6 as such holder’s representative and attorney-in-fact and (d) agrees to a general release of Claims as set forth in the Option Consent.

Option Consent means an option consent agreement signed by an Optionholder, in the form of Exhibit I, pursuant to which such Optionholder, effective upon the Closing:

Option Consent has the meaning set forth in the Recitals.