Optionholders. Except as set forth in this Agreement, no Person that holds securities (including options, warrants, or rights) exercisable, exchangeable, or convertible into Units shall have any rights with respect to such Units until such Person is actually issued Units upon such exercise, exchange, or conversion and, if such Person is not then a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.
Optionholders. The Company has caused to be delivered to each In-Money Optionholder a cancellation agreement (the “Option Cancellation Agreement”) which provides that upon receipt and deposit of the Option Consideration, all Options (whether vested or unvested) held by the In-Money Optionholder will be cancelled and be of no further force and effect. Within two (2) Business Days following the later of the Effective Time and delivery of the Option Cancellation Agreement, duly completed and properly executed, the In-Money Optionholder shall be entitled to receive the applicable amounts payable pursuant to Section 1.3. Upon each In-Money Optionholder’s delivery of the Option Cancellation Agreement and receipt of the Option Consideration, all Options shall be automatically canceled and retired and cease to exist, and no holder of any Option (whether vested or unvested, or exercised or unexercised) will have any rights to, or as a holder of, Options to purchase shares of Company Common Stock issuable thereunder. The Company has delivered or caused to be delivered to all Optionholders (other than In-Money Optionholders) the written notice required to be delivered to such Optionholders pursuant to Section 11(C) of the Stock Option Plan in connection with the transactions contemplated by this Agreement.
Optionholders. Immediately prior to the Closing, each holder of options (the “Optionholders”) to acquire shares of the Company Common Stock shall exercise such options by executing option exercise letters in the form attached hereto as Exhibit D-1 (with appropriate blanks filled in) (collectively, the “Option Exercise Letters”) and become a stockholder of the Company. In order to fund the exercise price of the options, the Optionholder shall receive loans from the Company, which such loans shall be evidenced by promissory notes in the form attached hereto as Exhibit D-2 (with appropriate blanks filled in) (collectively, the “Notes”) in favor of the Company. For the avoidance of doubt, “Sellers” shall include the Optionholders. The Company shall deliver copies of all of the Option Exercises and Notes promptly after execution thereof.
Optionholders. Optionholders" shall mean the holders of the Options and/or Option Shares listed on Schedule 2, as such Schedule may be amended from time to time.
Optionholders. If the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, then the Shareholders will owe to the Purchaser Parties the amount by which the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount, less the portion of such shortfall taken into account in the determination of the Optionholders’ Proportionate Adjustment Amount, which amount the Optionholders will owe to Amalco.
Optionholders. Each of the Optionholders hereby agrees that upon exercise of any Option, the Optionholder exercising such Option shall immediately become a Shareholder for purposes of this Agreement without any action on the part of the Optionholder.
Optionholders. No person or entity that holds securities (including, without limitation, options, warrants or rights) exercisable, exchangeable or convertible into Units (“Optionholder”) shall have any rights with respect to such Units until such person or entity is actually issued Units upon such exercise, exchange or conversion and, if such person or entity is not then a Member, is admitted as a Member pursuant to Section 10.2. Each Optionholder that is also a Member agrees to be bound by all of the obligations of an Optionholder set forth herein, including, without limitation, those set forth in Section 9.3.
Optionholders. Each Optionholder shall have (i) entered into an agreement in the form of Exhibit D (an "Optionholder Agreement"); (ii) delivered to MG and TMW a certificate confirming whether such Optionholder is a resident or non-resident of Canada for the purposes of the ITA; (iii) in the case of an Optionholder who is a non-resident of Canada for the purposes of the ITA, delivered to MG a certificate reasonably satisfactory to MG and TMW, issued pursuant to subsection 116(2) of the ITA, with respect to the Options disposed of, and having as "certificate limit", as defined in subsection 116(2) of the ITA, an amount equal to or greater than the cost to MG of the Options; and (iv) in the case of an Optionholder who is not an individual and is a non-resident of Canada for the purposes of the ITA, delivered to MG a certificate reasonably satisfactory to MG and TMW, issued pursuant to Section 1098 of the Taxation Act (Quebec), with respect to the Options disposed of, and having as "certificate limit" as defined in Section 1098 of the Taxation Act (Quebec), an amount equal to or greater than the purchase price for MG of the Options;
Optionholders each on its or his own behalf (i) waives any conflict of interest which Xxxxx X. Xxxxxxx may have as a result of his acting as Escrow Agent hereunder; (ii) acknowledges hereby that they have been urged to review this Escrow Agreement with independent counsel; (iii) waives its or his rights to independent counsel in connection with the actions to be taken hereunder by Xxxxx X. Xxxxxxx as Escrow Agent; and (iv) approves the appointment of Xxxxx X. Xxxxxxx as Escrow Agent hereunder.
Optionholders. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of the shares of Company Common Stock, each Optionholder in consideration for the cancellation of all NDC Options NDC GROUP, INC. AGREEMENT AND PLAN OF MERGER - 7 - 14 held by such Optionholder, upon the surrender of agreements representing such NDC Options shall (a) receive a proportionate share determined in accordance with Schedule 2.2(a) of the Initial Payment, payable in cash and (b) be entitled to receive a proportionate share determined in accordance with Schedule 2.2(a) of the Earn-Out Payments, payable in cash. Notwithstanding the foregoing, any Optionholder, either directly or through its attorney-in-fact, may deliver notice to Buyer to pay its proportionate interest in an Earn-Out Payment to a designee of such Optionholder on the Optionholder's behalf.
