Buy-Out Option Sample Clauses

Buy-Out Option. The Consumer has the option at any time during the Term to purchase the Project (and all its component parts) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used in the Project (collectively “the Sellers”). 29.4.1 If the Buy Out Option is elected, the purchase price (“Purchase Price”) of the Sale Asset shall be equivalent to the purchase price at the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Out Option shall be exercised by means of written notice from the Consumer to Sun-Ex. If the Consumer exercises the Buy Out Option, pursuant to notice given by Sun-Ex to the Sellers, a sale will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditions: (i) the resultant sale of the Sale Asset shall be on an “as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation of any applicable laws; (ii) Sun-Ex shall facilitate that the Consumer shall make payment of the Purchase Price in local currency free of any deductions, set-off or other withholding whatsoever, by way of electronic transfer of immediately available and freely transferable funds into the Account. (iii) Once payment of the Purchase Price has been deposited into the Account, Sun-Ex will distribute, within 30 (thirty) days of receipt of the Purchase Price, less any Impositions and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the Consumer. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.

Buy-Out Option. Full-time employees, funded in whole or in part by Gladwin County, and having completed sixty (60) days of employment, may, in writing, elect to accept a cash payment in lieu of the insurance program. The amount shall be equal to the fifty percent (50%) of the Employer's contribution toward the single subscriber BCN Plan (base plan) rate paid by the Employer. If any employee is employed for less than the entire year or elects to take hospitalization insurance, he/she shall receive a pro rata amount for the period of time he/she did not take the insurance. The payment shall be made the first pay period in December. An employee must still be employed December 1 in order to receive the payment. If an employee has "comparable" health insurance coverage available elsewhere, the employee shall not be eligible to participate in the County's health insurance plan, but must take the buy-out. If, however, a spouse's Employer or entity that a spouse retired from has a similar provision in his/her of health insurance plan, the County will provide health insurance coverage for the employee, and for eligible children if the employee's birth month and date are earlier in the year than the spouse's. The employee must produce a document from the healthcare/insurance provider showing that he/she is covered by another policy to be eligible for the buy-out. If the employee spouse's health insurance is terminated for any reason, the employee will again be eligible to participate in the County's health care program, if permitted by the insurance carrier.

Buy-Out Option. After completion of the Initial Term this license may be extended in perpetuity for an amount thrice (3 times) the annual payment.

Buy-Out Option. Each Last Out Note Holder hereby agrees that: (a) at any time on or after the date that the Agent shall have voted in favor of any waiver, amendment, consent, request or election relating to this Agreement or any other Transaction Document that requires the affirmative vote of each of the Last Out Note Holders under Section 13.6 of this Agreement, which affirmative vote of each of the Last Out Note Holders shall not have been received (the “Holdout Buy-Out”) (the Last Out Note Holders (who failed to provide such vote) whose interest in the Fourth Tranche US Last Out Term Notes that the First Out Note Holders elect to purchase in connection with the Holdout Buy-Out, each a “Holdout Last Out Note Holder” and collectively, the “Holdout Last Out Note Holders”), then any of the First Out Note Holders (each, a “Committed First Out Note Holder” and collectively, the “Committed First Out Note Holders”) shall have the right by giving a written notice (a “First Out Committed Buy-Out Notice”; it being understood that the First Out Note Holders shall have no obligation to send a First Out Committed Buy-Out Notice) to the Last Out Note Holders to acquire (ratably in proportion to their respective pro rata shares of the First Out Notes or as shall otherwise be determined by the Agent) on or before the date that is 10 Business Days after the date of the Last Out Note Holders’ receipt of such First Out Committed Buy-Out Notice, from the Last Out Note Holders of the right, title, and interest of the Last Out Note Holders (or, with respect to the Holdout Buy-Out, of the Holdout Last Out Note Holders only) in and to the Fourth Tranche US Last Out Term Notes; provided, however, that if any First Out Note Holder elects not to participate in the buy-out contemplated by this Section 13.21, any other First Out Note Holder (or such other Person(s) designated by the Agent) may purchase the ratable portion of the Fourth Tranche US Last Out Term Notes that such declining First Out Note Holder otherwise would have been entitled to purchase. (b) Upon the receipt by the Last Out Note Holders of the First Out Committed Buy-Out Notice, the Committed First Out Note Holders that have elected to participate in the buy-out contemplated in this Section 13.21 shall irrevocably be committed to acquire from the Last Out Note Holders (or, with respect to the Holdout Buy-Out, from the Holdout Last Out Note Holders only) on the date specified by the First Out Note Holders in the First Out Committed ...

Buy-Out Option. In the event the Maturity Date is extended due to non-payment during the Cash Repayment Period, the Holder will have the option, to force repayment of the Note via exercise of a Buy Out Option. Anytime after the Note is outstanding for at least one (1) year, the Holder has the option to elect repayment of the Note in cash at forty percent (40%) of the value that would have been received if the option for the Alternative Payment Stake had been exercised. The calculation for the Buy Out Option is as follows: On the date of the election for the Buy Out Option, the cash value would be total outstanding common shares of the Company on the day of election, times 6.75% (0.0675), times the average closing price of the common shares over the preceding 30 trading days, times 40%. The Company shall have ninety (90) days to make this payment in cash to the Holder. (i) SECTION FOUR – ANTI-DILUTION RIGHTS (ii) 4.1. Absolute Anti-Dilution Rights. Holders of Acquisition Notes and Alternative Payments Stakes shall be protected by broadly defined anti-dilution rights. MCTC shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, or by any other means, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed relative to this absolute anti-dilution right and shall furthermore at all times in good faith assist in the carrying out of all the provisions relating to this absolute anti-dilution right and in the taking of all such action whether or not requested by the Conversion Noteholders or Conversion Shareholders in order to protect these rights against dilution or other impairment, consistent with the tenor and purpose of these rights. Such rights shall pertain to all class of securities on an as-converted to common shares basis. (iii) 4.2. Further Anti-Dilution Rights for Acquisition Notes and Alternative Payment Stakes. (iv) 4.2.1 Relative to any Alternative Payments Stakes. Assuming the underlying shares held were registered by MCTC as outlined in Section 1.6 and converted, holders of Alternative Payments Stakes shall have unlimited anti-dilution rights on the Alternative Payments Stake for one hundred eight two (182) days after conversion. Should any dilutive issuance take place during this period, the Company shall issue additional common shares to the Holders to return...

Buy-Out Option. 17.1 On a Royalty Product by Royalty Product basis, once the aggregate Net Sales for a Royalty Product have exceeded GBP £[***], Autolus shall thereafter have a right, exercisable on written notice at any time, to negotiate with UCLB to buy out UCLB’s rights to Royalties, Milestone Payments and Sublicence Payments Sales Milestone Payments on such Royalty Product (for each Royalty Product a “Buy-Out Option”). The reference to “buy out” in this Clause shall mean that UCLB shall cease to be entitled to Royalties in exchange for some other cash consideration. 17.2 Upon exercising the Buy-Out Option by way of Autolus serving a written notice on UCLB, the following shall apply until expiry of [***] after the date Autolus’s notice is deemed served (unless extended by agreement between the Parties): 17.2.1 Autolus and UCLB shall promptly and actively negotiate throughout the [***] period, in good faith and acting reasonably, fair and reasonable terms for, and the, conclusive agreement upon which the buy-out may be exercised; 17.2.2 in so far as UCLB does not actively and properly participate in such negotiations or does not act reasonably or in good faith, the [***] period shall be extended by a period equal to, or otherwise fairly calculated to, compensate for any delay in or absence from a negotiation by UCLB in accordance with the principles under Clause 17.2.1.

Buy-Out Option. Following sixty (60) months of continuous operation of the Project's gaming operations following the Opening Date, Iowa Corp shall have the option to buy out the Lakes' remaining rights under this Agreement for an amount equal to the present value, using a discount rate which is the greater of either two percent (2%) above the prime interest rate of Chase Manhattan Bank U.S.A., N.A. (or any successor bank) or the same rate as the Project Permanent Financing for the Project in place at the time the buy-out option is exercised of the Remaining Project Development Fees (as hereinafter defined). The term "Remaining Project Development Fees" shall mean the total Monthly Consulting Fixed Fees which would have been payable to Lakes for the Project under Section 7.1(b) hereof for the balance of the term of this Agreement.

Buy-Out Option. Following thirty-six (36) months of continuous operation of the Project's gaming operations by Lakes, Pawnee shall have the option to buy out the Lakes' remaining rights under this Management Agreement for an amount equal to the present value, using a discount rate which is the greater of (i) two percent (2%) above the prime interest rate of Chase Manhattan Bank U.S.A., N.A. (or any successor bank) or (ii) or the same rate for the financing provided by any third party lender for the development, construction and equipping of the Project Facilities of the Remaining Management Fees (as hereinafter defined). The term "

Buy-Out Option. The Board of Education or the Professional Employee may enter into discussions about a possible buy-out of the employee’s contract. The buy-out shall consist of a one-time payment to the Professional Employee in exchange for the employee’s resignation effective at the end of the period mutually agreed upon by the board and the Professional Employee. The board and the Professional Employee must agree upon the terms and the amount. The board may include the district’s Non-elective Employer Paid Contribution retirement benefit pursuant to Article 27, Section I, Post-Employment Contributions if the Professional Employee is eligible to receive those benefits. A Professional Employee voluntarily entering into a buy-out option who is not eligible for or does not receive Section I benefits is entitled to receive any vested 403(b) funds pursuant to Article 27, Section II, Non-elective Contributions; however, if the employee receives the benefits pursuant to Section I, the 403(b) benefits are forfeited. The district shall comply with all Federal Internal Revenue Service and Kansas Department of Revenue laws and regulations pertaining to one-time payments paid pursuant to the buy-out option. The Professional Employee shall not be entitled to re-employment rights outlined in Article 29.

Buy-Out Option. At any time during the Buy-out Option Period Denali may exercise the Buy-out Option in the manner set out in the Buy-out Option Agreement. Denali may extend the Buy-out Option Period by an additional [***] months by written notice to Licensor such notice to be received no later than the expiry of the earlier of (a) the [***] month after the first Fcab Delivery or (b) the [***] month after Denali Fcab Notice, in each case subject to Denali making the following payment to Licensor prior to [***]: (x) [***] if TfR is the only Accepted Fcab Target, or (y) [***] if there is at least one (1) other Accepted Fcab Target in addition to TfR.