Exchange Options. 2 Expenses......................................................................50
Exchange Options. (a) Subject to the following provisions and, in the case of Holder, to Section 1.9, Parent hereby grants, effective as of the Closing, (i) to Investor and Holder the right (the "Exchange Options"), exercisable from time to time by written notice given to Parent with the number of Exchange Options to be exercised, to cause the exchange of each outstanding LLC Share held by Investor Sub, each Investor Newco or Holder or each Holder Newco, as the case may be, for one Parent Common Share (it being agreed and understood that as of the Closing Date the Parent Common Shares underlying such Exchange Options for Investor shall consist of 40 million shares of Parent Class B Stock (less any shares of Parent Class B Stock issued to Investor pursuant to Section 1.5(b) and not including any shares of Parent Class B Stock issued to Investor that are subsequently converted by Investor into shares of Parent Common Stock in order to acquire additional shares of Parent Common Stock pursuant to Sections 1.01(b) and (c) of the Governance Agreement or to otherwise acquire Parent Common Shares permitted to be acquired pursuant to the Governance Agreement or the Stockholders Agreement), and the remainder in shares of Parent Common Stock and for Holder shall consist solely of shares of Parent Common Stock) in accordance with the terms of the Exchange Agreement, it being understood that the applicable Parties shall negotiate in good faith and enter into an Exchange Agreement (the "Exchange Agreement") on such terms and conditions customary to such agreements and with a general view to the terms of the Holder Exchange Agreement. In lieu of exchanging LLC Shares for Parent Common Shares, Investor may, at its option, either (a) merge Investor Sub and/or one or more Investor Newcos with and into Parent (or any wholly owned Subsidiary) pursuant to which each share of Investor Sub's or each such Investor Newco's common stock will be converted into a number of Parent Common Shares equal to the quotient of (i) the number of LLC Shares owned by Investor Sub or such Investor Newco divided by (ii) the number of shares of common stock of Investor Sub or such Investor Newco issued and outstanding or (b) cause the exchange by Parent for each outstanding share of common stock of Investor Sub and/or one or more Investor Newcos of a number of Parent Common Shares equal to the quotient of (i) the number of LLC Shares owned by Investor Sub or such Investor Newco divided by (ii) the number of shares o...
Exchange Options. At the Effective Time, the Options which are outstanding immediately prior to the Effective Time shall be canceled and the Optionee shall receive that number of fully paid shares of FPA Common Stock, decreased to the nearest whole share, having an aggregate fair market value immediately prior to the Effective Time equal to the Option Value. FPA will not pay cash to the Optionee in lieu of issuing fractional shares of FPA Common Stock. For purposes of this Section 1, the market value of a share of FPA Common Stock at the Effective Time shall be equal to the average of the closing prices of FPA Common Stock as reported on the NASDAQ National Market for the ten consecutive trading days ending on the date two trading days prior to the Effective Time. The shares of FPA Common Stock issuable pursuant to this Section 1 shall be registered under the Securities Act of 1933, as amended.
Exchange Options. A-26 6.2. Distributions to LLC Stockholders..................................... A-27 6.3. Tax Treatment......................................................... A-28 6.4. Anti-dilution......................................................... A-28 ARTICLE 7. TRANSFERABILITY; ISSUANCE TO OTHER PARTIES 7.1. No Transfer of Shares of the LLC...................................... A-29 7.2. Transfer by Investor or Holder........................................ A-29 ARTICLE 8. TAX MATTERS 8.1. Tax Representations................................................... A-29 8.2. Tax Indemnification by Investor....................................... A-29 8.3. Tax Indemnification by Parent......................................... A-29 8.4. Allocation of Certain Taxes........................................... A-29 8.5. Filing Responsibility................................................. A-30
Exchange Options. (a) Commencing on the date that is fourteen (14) days after the Redemption Date and continuing until the date that is seventeen (17) days after the Redemption Date, the ALE Exchange Entities shall have the option to exchange (i) all the tenancy-in-common interests in the Land and Improvements listed in Column 1 on Exhibit 6 owned by them plus "boot" in the cash and note amounts described in Column 3 and Column 4 of Exhibit 6 (aggregating the Additional Cash Consideration Cash Payment of $2,031 and the Additional Cash Consideration Notes of ALE and the ALE Exchange Entities in the aggregate principal amount of $250,000) for (ii) certain tenancy-in-common interests owned by the AHC Exchange Entity in the Land and Improvements listed in Column 2 on Exhibit 6, in each case subject only to the applicable Liens and Lease.
Exchange Options. On the Closing Date, HLTT shall issue to each of (i) WRM options to purchase up to Five Hundred Thirty Thousand Seven Hundred Sixty-Nine (530,769) shares of common stock for $0.25 per share (the “WRM Option”) (ii) Live For Today Ventures, LLC (“LFTV”) options to purchase up to Eight Hundred Fifty Thousand (850,000) shares of common stock for $0.25 per share (the “LFTV Option”), and (iii) Redi-Med Consulting, LLC (“RMC”), options to purchase up to Eight Hundred Fifty Thousand (850,000) shares of common stock for $0.25 per share (the “RMC Option”) on or before the three (3) year anniversary of the Closing Date, in the form of option annexed as an exhibit to the Current Report on Form 8-K filed by HLTT on September 12, 2022 (the WRM Option, the LFTV Option and the RMC Option will collectively be referred to herein as the “Exchange Options”). Promptly after the Closing Date, HLTT shall deliver to WRM, LFTV and RMC the Exchange Options. Until such time as WRM, LFTV and/or RMC, respectively, exercise the Exchange Options, each of WRM, LFTV and RMC shall be permitted to assign their respective Exchange Options to any third party, subject to providing written notice to HLTT.
Exchange Options. (a) WV shall have the right (subject to a pro rata adjustment if WV shall have transferred any of its RoweCan Class A Preferred Shares or its RoweCan Class B Preferred Shares, as applicable) at any time and from time to time after the date hereof, to require the Company to exchange all, but not less than all, of its:
Exchange Options. Each Continuing Securityholder wishing to include shares of Common Stock that are acquirable pursuant to the exercise of Exchange Options in a registration pursuant to Sections 1.1, 1.2 or 2 must include an irrevocable commitment to exercise such Exchange Options for shares of Common Stock, subject only to closing of such registration, in the written request that such Continuing Stockholder delivers to the Company with respect to such shares.
Exchange Options. The Grantee acknowledges and agrees that the Exchange Options are subject to all terms and conditions of the Plan and the stock option agreement attached hereto.
Exchange Options. At the Effective Time, the Options subject to the Exchange Agreements (each such Option, an “Exchange Option”) shall be exchanged, in accordance with the terms and provisions of the applicable Exchange Agreement, into options to purchase shares of Holding Common Stock. The Company’s Fourth Amended and Restated 1995 Long-Term Incentive Plan (the “Company’s Option Plan”) will, at the Effective Time, be assumed by Holding and shall, after the Effective Time, continue to be in effect as the Holding 1995 Long-Term Incentive Plan. The Exchange Options shall continue to be subject to the terms and conditions of such plan (except as otherwise provided in an applicable Exchange Agreement). Prior to the Closing, the Company shall take or cause to be taken any and all actions necessary, including the amendment of stock option plans and other equity-related plans, programs or policies, and shall use its reasonable best efforts to obtain any necessary consent of each holder of Exchange Options, to give effect to the treatment of Exchange Options pursuant to this Section 2.10.
