Acquisition Options Clause Samples
The Acquisition Options clause defines the rights and procedures for a party to purchase or otherwise acquire certain assets, property, or interests under the agreement. Typically, this clause outlines the conditions under which the option can be exercised, such as timeframes, pricing mechanisms, and any required notices or approvals. For example, it may allow a lessee to buy leased equipment at the end of a lease term or grant a company the right to acquire additional shares in a joint venture. The core function of this clause is to provide a clear and structured pathway for future acquisitions, reducing uncertainty and facilitating strategic planning for both parties.
Acquisition Options. (a) Liraz hereby grants Somech the right (the "Put Option") to require Liraz, upon the occurrence of any sale, exchange or other disposition of the Level 8 stock held by Liraz, including a sale which is part of a public offering (an "Exercise Event"), to purchase from Somech and Level 8 shares ("Somech Shares") acquirable by Somech pursuant to the exercise of an option or warrant issued by Somech by Level 8 (a "Level 8 Option") upon the terms described in Section 2(d).
(b) Somech hereby grants Liraz the right (the "Call Option") to require Somech, upon the occurrence of an Exercise Event, to sell to Liraz the Somech Shares in consideration of $27 per Somech Share.
(c) Liraz shall notify Somech (the "Liraz Notice") of the occurrence of an Exercise Event and if applicable, of its intention to exercise the Call Option, with 5 days of the earlier to occur of Liraz's entering into a binding agreement to effectuate such Exercise Event or the closing of such Exercise Event. Somech shall notify Liraz (the "Somech Notice") within 5 days of his receipt of the Liraz Notice of that, if applicable (i) he intends to exercise the Put Option, (ii) he notified Level 8 he intends to exercise the appropriate number of Level 8 Options and (iii) he requests Liraz to extend the Loan (as defined below).
(d) Upon the occurrence of an Exercise Event and the receipt of the Somech Notice, Liraz shall extend to Somech an interest free loan (the "Loan") in an amount equal to the aggregate exercise price of the Level 8 Options for Somech Shares subject to the Put Option or Call Option, as the case may be, in the form of the transfer to ▇▇▇▇▇ ▇, for the account of Somech, of such aggregate exercise price. Immediately upon the issuance by ▇▇▇▇▇ ▇ of the Somech Shares, Somech shall transfer title to such shares to Liraz and the Loan shall be considered repaid. In addition, Liraz shall pay Somech an amount per Somech Share equal to (i) in the case of a Put Option exercise, $10, or (ii) in the case of a Call Option exercise, the excess of (x) $27, over (y) the Level 8 Option exercise price for such Somech Share. Any amount payable to Somech by Liraz pursuant to this Agreement shall be paid within 15 days of the delivery to Liraz of the Somech Shares.
(e) In no event shall the amount payable to Liraz to Somech upon a Put Option exercise exceed 13% of the aggregate amount realized by Liraz upon the disposition of its Level 8 shares in an Exercise Event.
Acquisition Options. In addition to the Earn-Out Options described in Section 5(c) above, Executive shall, during the Term, be eligible to receive a one-time grant of options to purchase DSS common stock under the Option Plan, at an exercise price of $4.50 per share in accordance with the following table (the “Acquisition Options”): $ 1,000,000 500 750 1,000 1,250 1,500 $ 2,500,000 1,250 1,875 2,500 3,125 3,750 $ 5,000,000 2,500 3,750 5,000 6,250 7,500 $ 10,000,000 5,000 7,500 10,000 12,500 15,000 $ 15,000,000 7,500 11,250 15,000 18,750 22,500 $ 20,000,000 10,000 15,000 20,000 25,000 30,000 Example: If the Acquisition/Merger has prior year annual sales of $5 million and prior year EBITDA of 25%, or $1,250,000, then the number of Acquisition Options is 6,250.
Acquisition Options. On the Closing Date, Midas shall issue certificates representing the Acquisition Options, as set forth on Schedule 1.1(b).