Buyout Option Clause Samples

Buyout Option. (a) For purposes of this Section 9.03, the terms "Specified Investment Asset" and "Terminal Market Value" shall have the respective meanings ascribed thereto in Schedule 2.02 to this Agreement. Following the payment by the Acquiring Parties to MONY of the Consideration pursuant to Section 2.02 hereof, MONY shall have the option (a "Buyout Option") to purchase from AUSA Life (subject to the approval of the New York Insurance Department) any then outstanding Specified Investment Asset held by AUSA Life at a purchase price, in cash, equal to the Terminal Market Value of such Specified Investment Asset. MONY shall be entitled to exercise the Buyout Option with respect to one or more Specified Investment Assets by giving AUSA Life written notice of such exercise, at any time until the thirtieth day following such payment of the Consideration. MONY shall submit each such notice of exercise to the New York Insurance Department promptly following delivery thereof to AUSA Life and shall use commercially reasonable efforts to obtain the approval of the New York Insurance Department for such purchase as soon as practical thereafter. (b) In the event that the New York Insurance Department approves the purchase of a Specified Investment Asset specified in any such notice of exercise, the closing of the purchase of such Specified Investment Asset shall be held at the offices of AUSA Life on the third Business Day following receipt of such approval of the Department, or at such other place and time (following receipt of such approval) as the parties may mutually agree upon. Each sale of a Specified Investment Asset pursuant to this Section shall be by appropriate transfer documents, and AUSA Life shall represent and warrant that it has not sold, assigned, transferred, modified or hypothecated such Specified Investment Asset to any other party or taken any action that would have a material adverse effect on the rights of the holder of such Specified Investment Asset with respect thereto (except for any such actions taken by the Manager as the agent of AUSA Life or at the direction of the Manager pursuant to the Investment Management Agreement).

Buyout Option. If Elpida and IM cannot reach agreement on the Royalties then Elpida may terminate the Agreement and maintain a perpetual, non-exclusive, royalty free license under and to IM Inventions and any IM Intellectual Property Rights therein and thereto (i) to use, make, have made, import, offer to sell, sell, lease and otherwise dispose of the Products, (ii) to modify or make derivatives of the CDP Developed Technology, and (iii) to sublicense the same to Elpida Affiliates or to Third Parties who manufacture Products based on Elpida Background IP or Elpida Inventions by paying IM the following amounts: a) the [*] and b) a one time up front, pre-paid royalty of [*] (“Buyout Option”). The amounts set forth in the preceding sentence shall be paid by Elpida to IM within [*] days of the Royalty Determination Date. If Elpida elects this Buyout Option then the IP Ownership terms of Section 3.3 shall be modified for Intellectual Property Rights conceived after the Royalty Determination Date so that as between the parties, (a) Intermolecular shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors, and (b) Elpida shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors.

Buyout Option. (a) If the indicated Party (the “Requesting Party”) chooses to terminate the Company pursuant to Article 23.4, then the Requesting Party shall send written notice therefor to the Chairman of the Board. Within thirty (30) days of the receipt of such notice, the Chairman or the Vice Chairman if the Chairman is so designates or a Director appointed by the Chairman to act on his behalf, shall convene a Board meeting therefor. (b) If the Requesting Party chooses to buy out or cause a third party to buy out the other Party’s interests in the Company, it shall notify the other Party in writing. Upon the receipt of the notice by the other Party, the Parties or the third party, as the case may be, shall commence negotiations for the buyout immediately. (c) In the case that the Requesting Party chooses to terminate the Company, the other Party may, at the Board meeting convened in connection therewith, option to buy out or cause a third party to buy out the Requesting Party’s equity interest in the Company. (d) If neither the Requesting Party nor the other party chooses the buyout option, the Parties shall cause the Board to adopt a unanimous resolution for dissolution of the Company at the Board meeting convened therefore. (e) The price for any buyout under this Article shall be determined in accordance with Article 23.

Buyout Option. At any time during any Buyout Exercise Period the Tranche B Lender may (but shall not be obligated to) give notice to the Administrative Agent (the "Buyout Acceptance Notice") of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) as of the date on which such assignment is made. The Tranche B Lender's buy out right under this ss.

Buyout Option. No later than ninety (90) days prior to the last day of each of (i) the tenth (10th) Contract Year of the Contract Term, (ii) the fifteenth (15th) Contract Year of the Contract Term and (iii) the twentieth (20th) Contract Year of the Contract Term, Buyer may deliver Notice to Seller indicating whether it elects to purchase the Facility. If Buyer elects to make a purchase, Buyer shall pay to Seller a “Buyout Payment” within thirty (30) days prior to the last day of such Contract Year equal to the Fair Market Value of the Facility as of such date, as determined pursuant to clause (2) below.

Buyout Option. At any time during any Buyout Exercise Period in respect of the Tranche C Loan and upon the instruction of the Tranche C Lenders, the Tranche C Lenders shall give the Agent a Buyout Acceptance Notice of its intent to cause the assignment to the Tranche C Lenders, or their respective designees, by the Revolving Credit Lenders and the Tranche B Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations owing to the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent as of the date on which such assignment is made. The Tranche C Lenders’ buy out right under this Section 2.4(f) may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender, the Tranche B Lenders and the Agent.

Buyout Option. Upon expiration of this Agreement after the Term and any subsequent renewals as outlined in Section 3.3 above, the Customer shall have the option to purchase the IDEMIA provided Equipment at a discounted rate upon the agreement of IDEMIA. If Customer elects this Buyout Option, Customer and IDEMIA will enter into a separate agreement for the provision of maintenance services related to the Equipment. The Buyout option at the end of the initial 5 year term is $3,200. If at the end of the initial 5 year term the Customer does not extend this Agreement or exercise the Buyout option IDEMIA will remove the items listed in Exhibit A Description of Covered Products.

Buyout Option. Erasca will notify Katmai within thirty (30) days after the first achievement of Clinical Proof of Concept for any Indication (the “POC Notice”). Erasca shall have the right, exercisable by written notice to Katmai within [***] ([***]) days after Erasca provides the POC Notice, to submit to Katmai a non-binding offer, including purchase price and other material terms, for (a) the purchase of all Licensed Patents, Licensed Know-How and other assets owned by Katmai that are necessary or useful for Exploitation of Licensed Products in the Licensed Field in the Territory or (b) for the purchase of Katmai. Within [***] ([***]) days following receipt of Erasca’s purchase proposal, Katmai may either decline, accept or counter Erasca’s offer with its own proposed purchase terms. If Katmai accepts or counters Erasca’s offer within such [***] ([***]) day period, then for an additional [***] ([***]) days after Erasca’s receipt of such acceptance or counter from Katmai (the “Negotiation Period”), the Parties shall negotiate in good faith the terms of an agreement pursuant to which Erasca may purchase such assets or Katmai. If the Parties do not enter into an agreement governing Erasca’s purchase of such assets or Katmai within the Negotiation Period, then upon mutual agreement of the Parties, an independent, third-party investment bank or investment advisory firm (a “Firm”) with expertise in the pharmaceutical field shall be engaged by the Parties at the expense of the Party that initiated the discussion regarding the purchase of Katmai or Katmai’s assets within the following[***] ([***]) days to (i) review each Party’s respective valuations of the relevant assets or Katmai, (ii) conduct its own independent valuation analysis of such assets or Katmai, and (iii) deliver and review with the Parties the Firm’s own independent valuation assessment of such assets or Katmai. Neither Katmai or Erasca shall be obligated to accept any proposed terms, whether made by Erasca or Katmai or the Firm. After the Firm provides the assessment described in subsection (iii), the Parties may by mutual agreement continue to negotiate the terms of such purchase of such assets or Katmai in their sole discretion. Unless and until the Parties in their sole discretion enter into an agreement pursuant to which Erasca acquires such assets or Katmai, Katmai’s rights to receive all milestone, royalty, and other payments payable to it pursuant to this Agreement shall continue in full force and effec...

Buyout Option. In the event of termination, the non-terminating Party may elect to purchase the terminating Party’s interest in the Joint Venture at fair market value, determined by an independent third-party appraiser mutually agreed upon by the Parties.