Acquisition Rights. If the licensor refuses to pursue third party infringement of the contractually secured rights in writing, all of the claims of both parties arising from the infringement against the third party, shall be passed on to the licensee, authorizing, but not obligating the licensee to enforce a claim legally. The licensor shall provide any documents and declarations necessary for enforcement. Any costs arising in this context shall be borne by the licensee.
Acquisition Rights. (a) Between May 1, 2017 and the FAR Termination Date, the Purchaser may, by written notice (the “FAR Notice”) delivered to the Company in accordance with Section 8.15 hereof, elect to purchase from the Company (the “First Acquisition Right”) a number of shares of Common Stock (the “First Acquisition Right Shares”) equal to the amount obtained by dividing the FAR Aggregate Purchase Price by the First Acquisition Right Price (as hereinafter defined). In consideration for the First Acquisition Right Shares, the Purchaser shall pay to the Company the FAR Aggregate Purchase Price by wire transfer of immediately available funds, and the Company shall irrevocably instruct the Transfer Agent to deliver to the Purchaser the First Acquisition Right Shares in book-entry form, free and clear of all restrictive and other legends (except as provided in Section 4.6 hereof). Notwithstanding the provisions of this Section 2.4(a), upon receipt by the Company of the FAR Notice, the Company may, within five (5) Trading Days of receipt of the FAR Notice, provide the Purchaser with written notice of its exercise of its option not to sell to the Purchaser the First Acquisition Right Shares (the “FAR Refusal”). Solely with respect to receipt of the FAR Refusal, the parties hereby irrevocably waive any termination rights pursuant to Section 8.2 of this Agreement.
(b) The purchase price per First Acquisition Right Share will be equal to 115% of the Acquisition Right VWAP applicable to the FAR Notice (the “First Acquisition Right Price”).
(c) Between October 1, 2017 and the SAR Termination Date, the Purchaser may, by written notice (the “SAR Notice”) delivered to the Company in accordance with Section 8.15 hereof, elect to purchase from the Company (the “Second Acquisition Right”) a number of shares of Common Stock (the “Second Acquisition Right Shares”) equal to the amount obtained by dividing the SAR Aggregate Purchase Price by the Second Acquisition Right Price (as hereinafter defined). In consideration for the Second Acquisition Right Shares, the Purchaser shall pay to the Company the SAR Aggregate Purchase Price by wire transfer of immediately available funds, and the Company shall irrevocably instruct the Transfer Agent to deliver to the Purchaser the Second Acquisition Right Shares in book-entry form, free and clear of all restrictive and other legends (except as provided in Section 4.6 hereof). Notwithstanding the provisions of this Section 2.4(c), upon receipt by the Compan...
Acquisition Rights. A. In the event that the Company receives an Acquisition Proposal (as defined below) which the Company desires to entertain, or the Board, acting in good faith, authorizes the Company or any of its officers, directors, representatives or agents to initiate or pursue an Acquisition Proposal, then within four (4) business days after such receipt or authorization, as applicable, the Company will provide YEC with confidential written notice (the “Notice”) stating the Company’s receipt of such Acquisition Proposal or such authorization of the Board. If the Company is not restricted by the potential acquiring party or parties (whether by an NDA or other written instrument) to disclose its/their name(s), the Company will disclose the specific name of such acquiring party or parties to YEC, but the Company shall not have any obligation to disclose any other terms of such Acquisition Proposal to YEC. Immediately after delivering the Notice to YEC, the Company will make members of its management reasonably available to YEC to discuss any Acquisition Proposal that YEC may desire to make, and if YEC shall deliver its own proposal to the Company, and such proposal was approved by the Company Board, Company shall provide YEC and its representatives access to the Company’s documents and other information relating to the Company and its business, products and technology in order to enable YEC to conduct a due diligence investigation in a merger and acquisition context. Nothing in this Letter Agreement obligates YEC to make an Acquisition Proposal or the Company to accept an Acquisition Proposal (as defined below) which may be made by YEC.
B. Upon YEC’s receipt of the Notice and for a period of seven (7) calendar days thereafter (which time period may be extended by mutual written agreement of the Company and YEC) (as such period may be extended, the “Negotiation Period”), the Company agrees not to enter into any definitive agreement (including, without limitation, no shop or other exclusivity agreements, binding term sheet or acquisition agreement, or any similar agreement that provides for the Company to pay termination or break-up fees) with respect to an Acquisition Proposal with any party other than YEC. For avoidance of doubt, following the Negotiation Period, the Company shall be entitled to enter into any definitive agreement with any party without the obligation to notify YEC and the Company shall not, except as may be required by Israeli law, have any obligation ...
Acquisition Rights. The Guarantor shall be entitled to certain non-transferrable acquisition rights (the "Acquisition Rights") in connection with certain issuances of Common Stock (the "Subject Issuances") by the Company and, for so long as Guarantor is deemed as an Affiliate (as such term is defined under the Act) of the Company, Guarantor shall be entitled to certain director nomination rights and/or observer rights (collectively, the "Nomination Rights"). Such Acquisition Rights and Director Nomination Rights shall be described in an investor rights agreement (the "Investor Rights Agreement") to be executed by the Company and Guarantor on the date hereof. The Investor Rights Agreement shall be in a form identical to the form of investor rights agreement executed by the Company and the Holders of the Debentures.
Acquisition Rights. Unocal shall not, during the term of this Agreement, acquire any additional shares of TBI Common Stock other than the TBI Shares, except: (i) for purchases approved by the majority of the non-interested members of the TBI Board, (ii) purchases covered by the percentage retention exceptions described in Section 4.2 below, (iii) for a period of six months following the Closing Date, purchases on the open market, from third parties or otherwise, so long as Unocal does not at the end of such period or thereafter own, of record or beneficially, more than the Maximum Percentage Ownership (as defined below) of the issued and outstanding shares of TBI Common Stock and (iv) after the expiration of six months following the Closing Date, purchases of additional shares of TBI Common Stock up to the Maximum Percentage Ownership, if Unocal is advised in writing by its independent public accountants that additional shares of TBI Common Stock are required for Unocal to receive equity accounting treatment. To the extent practicable, Unocal shall provide written notice to TBI prior to any acquisition pursuant to this paragraph, and, in any event, Unocal shall provide such notice within ten (10) days following such acquisition. For purposes hereof, "Maximum Percentage Ownership" shall mean 19.5% less the percentage interest represented by TBI Common Stock, if any, sold by Unocal. The provisions of this Section 4.1 shall continue until the earlier of (i) such time as Unocal has sold or disposed of all of the TBI Shares and TBI Common Stock acquired pursuant to Sections 4.1 or 4.2 hereof or (ii) termination of the Standstill set forth in Section 5.1(b).
Acquisition Rights. In consideration of the grant of the License, the Licensee shall grant the Licensor or its Affiliate, as applicable, the right to acquire the Licensee (or all or substantially all of its assets) and all FAF Branded Stores when legally permitted to do so under Applicable Law on the terms and conditions set forth in the Option Agreement.
Acquisition Rights. Effective Date and (1) The exercise of the Stock Acquisition Rights shall become effective when the Time of Exercise of Stock “Application Form for Exercise of the Stock Acquisition Rights” referred to in item Acquisition Rights (1) of Condition 13 and the certificates for the Stock Acquisition Rights to be exercised (if issued), that are accepted at the place where applications for exercise of the Stock Acquisition Rights are made, are delivered to the payment handling place provided for in Condition 15 and the Amount of Payment is duly paid to the Designated Account.
Acquisition Rights. Purchasers of the Debentures that form a part of the Units shall be entitled to certain non-transferable acquisition rights (the "Acquisition Rights") in connection with certain issuances of Common Stock (the "Subject Issuances") by the Company for so long as the Debentures remain unpaid. Likewise, for so long as a Purchasers acquiring the Subscription Shares that form a part of the Unit are deemed as Affiliates (as such term is defined under the Act) of the Company, such Purchasers shall be entitled to certain director nomination rights and/or observer rights (collectively, the "Nomination Rights"). Such Acquisition Rights and Director Nomination Rights are set forth in that certain investor rights agreement (the "Investor Rights Agreement") executed by Company and Purchase even date herewith, the form of which Investor Rights Agreement is attached hereto as Exhibit 7.
Acquisition Rights. Exercise Price Per Share: 1 Yen Type of Share Acquisition Right: These Share Acquisition Rights are not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code and is a nonqualified stock option. Vesting Schedule: shares of Common Stock subject to the One Yen Stock Acquisition Right are vested as of the date hereof. [One fourth (1/4th) of the shares of Common Stock subject to the Share Acquisition Rights shall become exercisable on the 1 year anniversary of the Vesting Commencement Date, with one thirty sixth (1/36th) of the remaining shares of Common Stock subject to the Share Acquisition Rights becoming exercisable at the end of each full calendar month thereafter, until all of such shares of Common Stock are exercisable, provided that the Holder continues to provide Service on such dates.] The One Yen Stock Acquisition Rights granted hereunder may be subject to other vesting terms including acceleration as set forth in any agreement between the Holder and the Company.
Acquisition Rights. (a) Subject to the limitations, terms and conditions of this Agreement, neither AH LLC nor any of its Affiliates will purchase, ground lease or otherwise acquire for investment, or offer to others the opportunity to purchase, ground lease or otherwise acquire for investment, directly or indirectly, any single-family home, other than those in the Existing Portfolio, unless such opportunity has been presented to the Board of Trustees and the Board of Trustees, including a majority of the Independent Trustees, has consented to such purchase, ground lease, investment or other transaction by AH LLC or its Affiliate. It is understood and agreed that this Agreement does not restrict or affect in any way any Person’s acquisition or ownership of single-family homes for personal or family use.
(b) The parties acknowledge and agree that Existing Portfolio is not owned by the Company or its Subsidiaries as of the date of this Agreement. Notwithstanding the foregoing provisions of this Section 2, AH LLC may, at any time from the date of this Agreement until the second anniversary of the date of the Original Agreement, contribute any or all of the properties in the Existing Portfolio to one or more Joint Ventures. In the event AH LLC establishes any such Joint Venture, it shall offer the Company any and all interests (including any Promoted Interest) it acquires in such Joint Venture, at a price equal to the fair value of the capital interest of AH LLC based on the valuation on the Joint Venture established by third-party investors in the entity. Any such acquisition by the Company of an interest in a Joint Venture shall require the approval of a majority of the Independent Trustees and, if so approved, shall close within sixty (60) days of original funding of the Joint Venture. The purchase price for any such interest shall be paid to AH LLC in Units, or at the option of AH LLC, in Common Shares. Any Common Shares or Units paid in consideration for a Joint Venture interest pursuant to this provision shall be valued at $15 per Common Share or Unit. AH LLC agrees to use commercially reasonable efforts to minimize the period of time during which the Company does not hold an ownership interest in any such Joint Venture, including by offering the Company the opportunity to acquire its interest in any such Joint Venture prior to the closing of the Joint Venture and facilitating the closing of the Joint Venture in a manner such that the Company acquires its interest in the Jo...
