Acquisition Option. Under the terms of this contract and on condition that said contract has been dully fulfilled by THE LESSEE, THE LESSOR grants THE LESSEE the irrevocable option at the time of ratification of this contract the acquisition of the ownership of the goods referred to herein, under the following stipulations: ---------------------------------------------------- 1ST PRICE: XXX XXXXXXX XXXX XXXXXXXX XXXXXX XXXXXX DOLLARS (US$104,000.OO)-------------------------------- 2ND FORM OF PAYMENT: PAYABLE AT THE CONCLUSION OF THE LEASING CONTRACT (12 YEARS)----------------------------------
Acquisition Option.
(a) After the Effective Date, Holdings and DOE shall discuss and determine whether, under Applicable Law, DOE may grant to Holdings (or its nominee, assignee or designee) an option to acquire from DOE the DOE Acquired Real Property and AR Facilities after the Termination Date (the “Acquisition Option”). To the extent DOE determines that such an Acquisition Option may be granted under Applicable Law, DOE and Holdings shall cooperate in good faith to enter into an agreement to set forth all of the terms, conditions and procedures under which such an Acquisition Option may be exercised by Holdings (or its nominee, assignee or designee).
(b) Following the Termination Date, subject to the Acquisition Option (if applicable) and the terms and conditions of the DOE Direct Agreement and the Intercreditor Agreement, if any, DOE shall have the right to Dispose of any of its rights or interests in any DOE Acquired Real Property or any of the AR Facilities, including through a dismantling of any of the AR Facilities and a Disposition of any DOE Acquired Real Property to any Person without any consent by any Clean Line Party or any other Person.
Acquisition Option. Subject to the terms of this Contract and if it has been duly performed by LEASEE, XXXXXX grants LEASEE the irrevocable option to acquire -once the Contract expires-, possession of the property which is the subject of this Contract, under the following dispositions:
1- PRICE: XXX XXXXXXX XXXXXX-XXXXX XXXXXXXX XXXXXX XXXXXX AMERICAN DOLLARS (US$197,000.00).
2- TERMS OF PAYMENT: PAYABLE UPON EXPIRATION OF LEASE (12 YEARS).
Acquisition Option. 2.6.1 Subject to the terms and conditions of this Agreement, Graphite hereby grants to Licensee an option to acquire all Owned Program Technology and obtain assignment of all Contracts for no additional payment (the “Option”), exercisable during the period commencing on the Option Triggering Date, until the date that is [***] days after the Option Triggering Date (“Option Exercise Period”).
2.6.2 Licensee may exercise the Option by delivering a written notice to Graphite during the Option Exercise Period (the “Option Exercise Notice”). Effective upon Xxxxxxxx’s receipt of the Option Exercise Notice (the “Option Exercise Date”):
(i) This Agreement shall immediately expire, except in the case Graphite is unable to transfer and assign to Licensee the Program Technology for any reason, in which case the Agreement shall continue with respect to such non-transferred Program Technology unless and until such Program Technology is transferred and assigned to Licensee.
(ii) Graphite shall sell, transfer, convey and assign to the Licensee, free and clear of any right or claim of any third party, all of Graphite’s right, title and interest in and to the Owned Program Technology.
(iii) Graphite shall sell, transfer, convey, and assign to the Licensee all right and title in and to, and Licensee shall assume all obligations under, the Contracts, subject however to obtaining any consent to assignment which may be required. If the terms of any of the Contracts do not permit Graphite to immediately assign such contracts on the Option Exercise Date, Graphite shall at no cost, sublicense or subcontract such contracts to the Licensee until such time as an assignment can be accomplished.
(iv) Graphite will, if reasonably requested by the Licensee, without cost to the Licensee, promptly execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all such further conveyances or instruments as may be necessary or proper in order to complete any and all assignments and conveyances herein provided. Xxxxxxxx also agrees to obtain the prompt execution, acknowledgment and delivery of any and all conveyances or instruments of any other party which may have any right, claim or interest in or to the Owned Program Technology and the Contracts as may be necessary or proper in order to complete any and all assignments and conveyances herein provided.
2.6.3 Licensee acknowledges and agrees that certain Contracts may, as of the Effective Date, include option ri...
Acquisition Option. 8.1 Developer hereby grants to Franchisor the right to acquire, by merger of Developer with and into Franchisor (the "Acquisition Option"), all of the outstanding capital stock of Developer, for the consideration and on the terms set forth below in subsection 8.2 at any time during the term of this Agreement upon the occurrence of any of the following events:
(a) The expiration of five (5) years from the date of the later to occur of the following: (i) the execution of this Agreement or (ii) the execution by Developer and Franchisor of a Franchise Agreement for Developer's first Restaurant (the "First Franchise Agreement"). Franchisor may exercise the Acquisition Option during a period of five (5) years after it becomes effective under this subsection 8.1(a); or
(b) The death or disability of Principal Shareholder during the time period set forth in subsection 8.1(a) above, disability being defined as the inability to perform his duties as an officer and/or director of Developer for six (6) consecutive months. Franchisor may exercise the Acquisition Option during a period of nine (9) months after it becomes effective under this subsection 8.1(b); or
(c) Developer's default, with such default continuing without cure for a period of thirty (30) days after written notice to Developer specifying such default or if Developer is notified of more than two events of default in one year with respect to any of its obligations under either (i) this Agreement or (ii) any of the individual Franchise Agreements executed and in effect between Franchisor and Developer. Franchisor may exercise the Acquisition Option at any time during a period of twelve (12) months after the occurrence of such an event of default;
(a) The consideration (the "Consideration") for all of the outstanding capital stock of Developer shall be equal to the product of (a) fifty percent (50%) of the average trailing price/earnings ratio of Franchisor's Common Stock, par value, $.01 per share (the "Common Stock"), as published in The Wall Street Journal for the thirty (30) trading day period immediately prior to the date of notice of exercise of the Acquisition Option, multiplied by (b) the net income of Developer calculated for the most recently completed twelve (12) month period immediately prior to the date of notice of exercise of the Acquisition Option ("Developer's Trailing Net Income") with respect to which Franchisor shall have received audited financial statements, if available. If audited f...
Acquisition Option. Subject to the requirements of this Section 10.1 and the satisfaction and release of any applicable Bank or other permitted third party liens, Rainbow, or any person or entity who or which is an owner or employee of Rainbow and is designated by Rainbow (the “Rainbow Entity”) will, after the Effective Date has occurred, have the right and option to purchase any surface property designated as Option Property in the Annual Mining Plan at a price equal to [****]. Rainbow Entity shall not have the right to acquire any interest in any Option Property prior to the Effective Date and until Rainbow Entity agrees to be bound by the provisions of this Section 10. Rainbow agrees to consult in good faith with Falkirk regarding Rainbow Entity’s planned use of any Option Property and Falkirk shall advise Rainbow of any anticipated incremental Cost of Production or other anticipated negative impacts on Falkirk’s mining operations or ability to perform hereunder which are likely to occur as a result of such use. Rainbow agrees to cause Rainbow Entity to implement reasonable mitigation measures to avoid or reduce any such anticipated incremental cost and negative impacts; provided, however, that Rainbow Entity shall not be prohibited from using the Option Property in any manner Rainbow Entity determines necessary or desirable unless such use would result in a violation of or non-compliance with any Applicable Laws by Falkirk or Rainbow; and provided further that Falkirk shall be excused of and released from any Falkirk breach of this Agreement and any remedies of Rainbow associated with incremental cost or other negative impacts on Falkirk’s mining operations or ability to perform hereunder related to Rainbow Entity’s acquisition or use of property hereunder. Prior to acquisition of any Option Property, Rainbow agrees to consult and cooperate with Falkirk regarding (i) applicable control requirements for purposes of ND SMCRA or other Applicable Laws, and (ii) any Option Property which may be needed as near-term trade lands for Falkirk’s surface and coal acquisitions or which may be needed for active mining operations or reclamation. During the period between April 1 and July 15 of each Year, Falkirk, Rainbow and Rainbow Entity shall meet to discuss Option Property designated by Rainbow in its annual nomination.
Acquisition Option. During the Exclusivity Period, ___ Licensee shall have the exclusive right, but not the obligation, to acquire the Company Software, together with all Intellectual Property Rights pertaining to and inhering in it, in exchange for the fee specified in Exhibit A ("Acquisition Fee"). To perfect its rights under this Section, Licensee must within the Exclusivity Period provide notice to Company of its intention to make the acquisition. During the Exclusively Period, and except licenses to end users, Company will not sell, transfer, license, assign, burden, pledge, or otherwise diminish its ownership interest in the Company Software. Licensee shall have forty five (45) days (which in this event may expire after the Exclusivity Period) in which to provide effective notice of its exercise, or not, of the option. If Licensee elects to exercise its Acquisition Option, Company will transfer ownership in the Company Software (together with the Intellectual Property Rights inhering in it) to Licensee and the Company shall use commercially reasonable efforts to assist Licensee in the assignment and transfer any and all ownership interest, including any Intellectual Property Rights, it may have in the Company Software to Licensee. If Licensee elects to exercise its Acquisition Option, Licensee shall also have the right, but not the obligation, to hire any current or former employee of the Company.
Acquisition Option. Seller hereby grants to Distributor the option (the "Option") to purchase all of Seller's manufacturing assets, intellectual property (including, without limitation, all trade names, trademarks, patents, know-how, and other forms of intellectual property), and all other items related to the design and manufacture of Rollers (collectively, the "Assets") for a cash purchase price equal to the greater of (a) $5,000 or (b) the actual cost of such Assets minus $25,000. The Option shall commence on the date of this Agreement and continue throughout the term of this Agreement.
Acquisition Option. (i) In connection with the exercise of the Company Shareholder’s Acquisition Option or the SPAC Sponsor’s Acquisition Option, as the case may be, the Company Shareholder Exercise Notice or the SPAC Sponsor Exercise Notice, respectively, shall include reasonably detailed information about the following items:
(1) the Purchase Price, which shall be paid by the Company Shareholder or SPAC Sponsor, as the case may be, in immediate available funds to the relevant Eligible PIPE Investor in consideration of the transfer of such Eligible PIPE Investor’s New PubCo Class A Ordinary Shares subject to the Company Shareholder’s Acquisition Option or the SPAC Sponsor’s Acquisition Option, as the case may be, in each case to be consummated on the Acquisition Option Closing Day;
(2) the date on which the purchase subject to the Company Shareholder’s Acquisition Option or the SPAC Sponsor’s Acquisition Option, as the case may be, is expected to close (the “Acquisition Option Closing Day”), which shall in no event be later than 30 (thirty) days following the Company Shareholder Exercise Notice or the SPAC Sponsor Exercise Notice, as the case may be (the “Acquisition Option Deadline”); provided that the Acquisition Option Deadline shall be automatically extended for an additional ninety (90)-day period if the only condition that remains pending for the consummation of the purchase is a regulatory condition, and
(3) any other material procedural matters relating to such transaction.
(ii) The purchase price payable on the Acquisition Option Closing Day for the Protected Shares shall be the CPI Return (the “Purchase Price”).
Acquisition Option
