Examples of Promised Option in a sentence
Prior to the Closing, the Company shall use commercially reasonable efforts to obtain a Promised Option Release from each Company Option Promisee.
Swing out rotor: 4 – 8 tubes or more x7-15ml or more along with the tubes: compatible tubes - 50nos.
The Promised Option Payment shall be aggregated and rounded down to the nearest whole cent, and shall be reduced by any applicable payroll, income tax or other withholding taxes.
Each Named Employee who is a Company Option Promisee shall have executed, and the Company shall have obtained from the Company Option Promisees who are not Named Employees representing no fewer than two-thirds of the Company Options promised to such Company Option Promisees (other than Named Employees), an executed waiver and release in substantially the form attached hereto as Exhibit Q (a “ Promised Option Release ”), each of which shall continue to be in full force and effect.
For purposes of this Agreement, the term “Spread Value” means, with respect to each Company Share underlying such Promised Option, (x) the Per Share Common Consideration, less (y) the Deemed Exercise Price of such Promised Option.
The Company will provide Parent with a copy of each such Promised Option Waiver as promptly as practicable following its execution.
On the terms and subject to the conditions set forth in this Agreement, by virtue of the Completion, each Repriced Option and Designated Promised Option shall be cancelled without any consideration.
At the Effective Time, Acquirer shall withhold the Holdback Amount from the Merger Consideration payable pursuant to Section 1.3(a) and the Promised Option Payments (the aggregate amount of cash so held by Acquirer from time to time, the “ Holdback Fund”).
All such Excess Promised Option RSUs held by Non-Continuing Employees, if any, that are outstanding immediately prior to the Effective Time shall be cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the Total Consideration.
Parent and the Equityholders acknowledge that the Company’s portion of any withholding required to be paid in connection with the payments to Vested Option Holders, Promised Option Holders and Management Carveout Participants under this Agreement shall be treated as Company Transaction Costs incurred immediately prior to the Closing (which amount shall be reflected as an accrued liability in the Estimated Working Capital and Final Working Capital).