Buy-out Options Sample Clauses

Buy-out Options. (a) In the event that any Party gives notice pursuant to Article 18.01(c) hereof of a desire to terminate this Contract, the other Party (except for the Party in breach or is bankrupt or insolvent) shall have the right to purchase the equity interest of such Party in proportion to their respective interests in the registered capital. A Party that wishes to exercise such buy-out option shall notify the other Party in writing of its decision no later than thirty (30) days after the end of the two-month negotiation period referred to in Article 18.01(d).
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Buy-out Options. Buy-out terms described in the Agreement are applicable to Products licensed under this Enrollment. However, notwithstanding anything to the contrary in the Agreement, there is no buy-out option for SQL Server Platform, Core Server Platform and Enterprise Server Products. If institution decides to not renew this Enrollment at end of term, Institution can (1) uninstall server software that form part of the Platform Products and (2) license server Products through a standard enrollment.
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Buy-out Options. Roche shall have the right by providing written notice (the “Buy-out Notice”) during either the First Option Period (the “First Buy-out Option”) or the Second Option Period (the “Second Buy-out Option”), to elect to make a one-time payment to Eleven to buy-out Roche’s remaining payment obligations under the Agreement with respect to events that had not yet been achieved under Section 9.2 and Sales that had not yet been made under Section 9.3 (the First Buy-out Option and the Second Buy-out Option each being a “Buy-out Option”). If Roche elects to make such payment by providing a timely Buy-out Notice and thereafter making the associated payment described in this Section, Roche’s exclusive license grant pursuant to Section 2.2 shall become perpetual, irrevocable and fully paid-up. If Roche elects to make the First Buy-out Option, Roche shall pay Eleven a one-time payment of One Hundred Thirty-Five Million US Dollars (US$ 135,000,000) within thirty (30) days after providing such timely Buy-out Notice to Eleven and receipt by Roche of an invoice in such amount, after which Roche shall have no further payment (under Sections 9.2 and 9.3) or diligence obligations to Eleven under the Agreement (including, for clarity, any milestone payments on events that occur after delivery of the Buy-out Notice, but not prior to delivery of the Buy-out Notice). If Roche elects to make the Second Buy-out Option, Roche shall pay Eleven a one-time payment of
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Buy-out Options. (a) SSL or its designee(s) shall have the right (the “Company Buy Out Option’) from time to time at anytime from and after January 1, 2011 on written notice to the Company (the “Company Buy Out Notice”) to acquire the membership interest of the Company in any or all of the Project Entities (the “Applicable Project Entity Interest”) for the Company Buy Out Purchase Price. In the event of the exercise on one or more occasions of by SSL of the Company Buy Out Option, the closing of the purchase and sale of the Applicable Project Entity Interest shall occur on the date specified by SSL in the Company Buy Out Notice, which date shall be no less than thirty (30) days nor more than one hundred twenty (120) days after the date of the Company Buy Out Notice. The Company Buy Out Purchase Price shall be due by wire transfer of immediately available funds at the closing of the Company Buy Out Option. At the Closing, the Company shall execute such documents as may be reasonably requested by SSL to reflect the transfer and conveyance of the Applicable Project Entity Interest free and clear of all liens, charges and encumbrances. For the avoidance of doubt the parties acknowledge and agree that the Company Buy Out Option may be exercised on one or more occasions and as to one or more of the Project Entities.
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Buy-out Options. The Buy Out Fee secures long term rights to use the Image(s) on one or more of the following bases, each of which guarantees exclusivity: • Universal Buy Out: exclusive use for all Applications and all Markets for a period of 5 years. By negotiation based on 65% of the estimated total period Royalty Fees at 8% of the selling price net of sales taxes, payable in 3 equal annual payments in advance, the first due on signature, the final one at the beginning of the third year. • Product Buy Out: exclusive use for Specified Application(s) in all or Specified Markets for a period of 5 years. 65% of the estimated total period Royalty Fees at 8% of the selling price net of sales taxes, payable in 5 equal annual payments in advance, the first due on signature. • Geographic Buy Out: exclusive use for Specified Application(s) in Specified Market(s) for a period of at least 5 years. Not available for any products sold online, even if primarily sold in one country. 65% of the estimated total period Royalty Fees at 8% of the selling price net of sales taxes payable in 5 equal annual payments in advance, the first due on signature. Buy Out Option Selling Price Period Est’d No. Of Units Sold PA Total Period Revenue Royalty Fee %age Non- Discounted Amount Payable Buy Out %age Amount To Be Paid Payment Period Amount Payable Annually Universal Buy Out £100 5 Years 1,000 £500,000 8% £40,000 65% £26,000 First 3 years £8,666 Product Buy Out £50 5 Years 1,000 £250,000 8% £20,000 65% £13,000 5 years £2,600 Geographic Buy Out £20 5 Years 1,000 £100,000 8% £8,000 65% £5,200 5 years £1,040 XXX reserves the right not to offer a Buy Out option, and to increase the Amount To Be Paid if Revenues significantly exceed those originally Estimated. The Client does not have the right to decrease the Amount To Be Paid if Revenues are significantly less than those originally Estimated, but WEI may agree to do so at its sole discretion, but never to repay monies already paid.
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Buy-out Options. Year 7 New Student Payment Plan per Term 2013/2014 Payment $90.00 TOTAL CONTRIBUTION $720.00 You may choose to upgrade the storage capacity to a 32GB iPad. If you do, a deposit amount is required but installments remain the same. Upgrade Option Payment Plan per Term 2012 $110 2013/2014 Payment $90.00 TOTAL CONTRIBUTION $830.00 NOTE: A deposit of an additional $110 cost to be paid before December 17, 2013, with return of the attached from.
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Buy-out Options 
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Related to Buy-out Options

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Conversion Options (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) Revolving Credit LIBOR Rate Loans and two (2) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in a principal amount of less than $1,000,000.00, or a Revolving Credit LIBOR Rate Loan or a Term LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

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