Optionholder Consent definition

Optionholder Consent means an Optionholder consent, substantially in the form attached hereto as Exhibit F pursuant to which each Optionholder has consented to the treatment of the Company Options as contemplated herein.
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Examples of Optionholder Consent in a sentence

  • Each holder of a Company Option shall have executed and delivered a Company Optionholder Consent in a form reasonably acceptable to Parent and the Company.

  • Each Optionholder shall have delivered to the Company an executed Optionholder Consent Agreement as of the Closing, as required by Section 2.8(d).

  • Optionholders holding 90% of shares of Common Stock underlying the Company Options shall have executed and delivered to the Company an Optionholder Consent Agreement.

  • Each holder of Pre-Closing Cancelled Company Options shall also be required to sign an Optionholder Consent Agreement prior to Closing.

  • The issuance of any Converted Options to any holder of Unvested Options is contingent and subject to such holder executing and delivering an Optionholder Consent Agreement.

  • Each Optionholder shall have delivered to the Company an executed Optionholder Consent Agreement as of the Closing, as required by Section 2.7(d) and each holder of Restricted Stock shall have delivered to the Company an executed Letter of Transmittal as required by Section 2.7(c).

  • Until Parent has received an executed Optionholder Consent and the Paying Agent has received a completed letter of transmittal covering such Company Options, each Company Option shall, after the Effective Time, represent for all purposes, only the right to receive the applicable portion of the Merger Agreement.

  • Until so surrendered, each outstanding Company Certificate shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the payments pursuant to Section 2.6. Each Optionholder shall have delivered to the Company an executed Optionholder Consent Agreement as of the Closing.

  • Time is of the Essence 59 EXHIBITS Exhibit A – Certificate of Merger Exhibit B – Escrow Agreement Exhibit C – Letter of Transmittal Exhibit D – Optionholder Consent Agreement SCHEDULES Schedule A – Closing Date Allocation Schedule1 Schedule 7.2(c) – Required Consents 1 To be delivered in connection with execution as required herein.

  • Prior to the Closing, the Company shall provide notice and a form of Optionholder Consent (in a form reasonably satisfactory to Parent) to each holder of Vested Company Options describing the treatment of the Vested Company Options in accordance with this Section 2.2(a).

Related to Optionholder Consent

  • Company Optionholder means a holder of Company Options.

  • Optionholder means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

  • Company Optionholders means the holders of Company Options.

  • Optionholders means the holders of Options;

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Option Holder means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

  • Option Holders means the holders, or individually a holder, of Stock Options, together with their successors and assigns.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

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

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Share Option Scheme ’ means the share option scheme adopted by the Company on

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

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Substantial Stockholder means any person, other than the Corporation or any Subsidiary, who or which is the Beneficial Owner, directly or indirectly, of 10% or more of the outstanding shares of Common Stock (determined solely on the basis of the total number of shares so beneficially owned and without giving effect to the number of percentage of votes entitled to be cast in respect of such shares) in relation to the total number of shares of Common Stock issued and outstanding.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.