Participating Option definition
Examples of Participating Option in a sentence
This Addendum applies to Options on Common Units which are shares, stock or units and forms part of the Participating Option Agreement.
This Confirmation, the Participating Option Agreement and the Addendum dated as of the date hereof between Optionor and Optionee which is incorporated herein (together, the “Agreement”), together constitute the entire agreement of Optionor and Optionee as to the transaction contemplated hereunder and supersede all prior communications between the parties.
Until the holder delivers a duly executed Option Cancellation Agreement or Warrant Cancellation Agreement in accordance with the provisions of this Section 2.7(b), each Participating Option and Participating Warrant shall represent, for all purposes, only the right to receive an aggregate amount in cash equal to the portion of the Option and Warrant Consideration payable in respect thereof pursuant to Section 2.7(a), without any interest or dividends thereon.
Not later than immediately before the Closing, the Board of Directors of the Company (or, if appropriate, any committee thereof), shall adopt such resolutions or take such other actions as may be required to procure that, effective as of the Closing, each Participating Option, whether or not then exercisable or vested, shall be cancelled in consideration of the right to payment from the Company of an amount as set forth in Section 2.2.
As promptly as practicable after the delivery to the Surviving Corporation of a duly executed Option Termination Agreement with respect to a Participating Option, Purchaser shall cause the Surviving Corporation (or the applicable Company Subsidiary) to pay to the holder of such Participating Option, subject to Section 3.8, the Initial Option Payment with respect to such Participating Option.
Notwithstanding the foregoing, in the event that a Liquidity Event or IPO occurs within six (6) months after termination pursuant to this Section 5(a), the Participating Option shall vest and be exercisable upon consummation of the Liquidity Event or IPO, provided that Optionee must exercise the Participating Option simultaneously with said consummation.
If the consideration provided for herein is to be delivered in the name of a person other than the holder of the Participating Option or Participating Warrant, it shall be a condition of such delivery that the holder of the Participating Option or Participating Warrant shall have properly transferred such Participating Option or Participating Warrant prior to the Effective Time.
No interest shall be paid or accrue on any amounts payable with respect to any Participating Option.
Each Option Holder and the Company hereby agree that all Participating Options are cancelled immediately prior to the Closing, and this Agreement is an agreement between each Option Holder and the Company to terminate each Participating Option immediately prior to Closing.
The portion of such payment to be paid to each Equityholder with respect to a Participating Option shall be paid by wire transfer of immediately available funds to the Surviving Corporation (or the applicable Company Subsidiary) and Purchaser shall cause the Surviving Corporation (or the applicable Company Subsidiary) to pay such amount to such Equityholder as promptly as practicable thereafter (subject to Section 3.8).