Buyout Provision Sample Clauses

Buyout Provision. The Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents a SAR previously granted, or (ii) authorize a Participant to elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.
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Buyout Provision. EMS will negotiate in good faith at or after the final month of this Agreement a buyout of any fees due or anticipated under Clause 5.6. based upon best estimate of a present value analysis of Performance Fees due in the future.
Sample 1
Buyout Provision. Following an Event of Dissociation, the Company shall have the right and option, exercisable for a period of sixty (60) days after the Event of Dissociation to purchase and redeem the Member Interest of the Withdrawing Member, and the Withdrawing Member, or the Withdrawing Member's representative or successor, shall be obligated to sell such Withdrawing Member's Interest to the Company.
Sample 1
Buyout Provision. In the event that a third party endeavors to wholly purchase and/or license a Product or Production Strain for the Fields in the Territory for a lump sum cash payment (“3rd Party Purchase” offer), and Dyadic wishes to accept that 3rd Party Purchase offer, PHB will have the option to either (a) allow the 3rd Party Purchase to be consummated, in which case PHB will be entitled to [***] of the total purchase price, or (b) reject the 3rd Party Purchase offer and buy out Dxxxxx’s interest in that offer by paying Dyadic (based on the [***] of Gross Margin set forth above), at which point PHB’s license will become a fully paid exclusive license for that Product or Production Strain for that Field in the Territory such that no further royalty payments will be owed to Dyadic. For example, if a 3rd Party makes a formal proposal to wholly purchase and/or license a Product or Production Strain in a Field in the Territory at a purchase price of [***], and Dyadic wishes to accept the 3rd Party Purchase offer then PHB can elect to either (a) allow that deal to be consummated, which would entitle PHB to [***] from the sale and Dyadic to [***] from the sale, or (b) not allow the deal to be consummated by paying Dyadic [***], which then gives PHB a fully paid exclusive license for that Product or Production Strain for that Field in the Territory.
Sample 1
Buyout Provision. At any time after the ALLOWANCE DATE and, prior to, or within ten (10) days after an Initial Public Offering or sale of the business of the COMPANY by sale of assets, merger, purchase of outstanding capital stock or otherwise, all remaining payment obligations, and license maintenance fee obligations (but specifically excluding obligations pursuant to Article 6) may be satisfied in full by the lump sum payment of Three Million dollars ($3,000,000) to M.I.T. Fifty Percent (50%) of the total royalties previously paid to M.I.T. under Articles 4.1 (c) and (d) above, shall be creditable against said lump sum payment amount, up to a total creditable amount of One Million dollars ($1,000,000). Upon such payment, the license granted to COMPANY under Article 2.1 shall convert in to a fully paid-up and royalty-free license, so that there shall be no further royalty obligations due under Articles 4.1 (c) and (d) above.
Sample 1
Buyout Provision. The Administrator may at any time (a) offer to buy out for a payment in cash or cash equivalents a Stock Option previously granted or (b) authorize a Stock Option Holder to elect to cash out a Stock Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish. The price for the cash out of the options shall be fair value which will be determined by the Administrator from time to time.
Sample 1
Buyout Provision. Notwithstanding Section 1.03 or Section 8.05 or any other provision of this Agreement, beginning upon the first to occur of (i): twenty-four (24) months after the Effective Date of this Agreement or (ii) a Change of Control with respect to XxXxxxxx, Company shall have the option to terminate this Agreement for any reason, and at any time; in the event Company elects to terminate this Agreement as provided herein, Company shall give XxXxxxxx at least ninety (90) days prior written notice. Within thirty (30) days of such notice, Company shall pay XxXxxxxx the amount set forth in [EXHIBIT B] attached hereto, which payment shall be in lieu of all future monthly charges due under this Agreement. XxXxxxxx acknowledges that if Company terminates this Agreement pursuant to Section 8.05(a) after the one (1) year period specified therein or if there is a Change of Control involving XxXxxxxx and the acquiring entity or owners do not acknowledge in writing, to Company, that they remain bound by, and subject to, all of the terms and conditions of this Agreement within thirty (30) days of the Change of Control involving XxXxxxxx, Company shall not be liable to XxXxxxxx for payment of the amounts set forth on [EXHIBIT B]. If this Agreement is terminated pursuant to this Section 8.07, then Company may exercise an option to license VPAS(R) Life for a fee pursuant to the terms of [EXHIBIT K] attached hereto within thirty (30) days of the date of such election to terminate.
Sample 1
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Related to Buyout Provision

  • Buyout Provisions The Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (ii) authorize a Participant to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

  • Callout Provisions An employee who is called back to work outside her regular working hours shall be compensated for a minimum of three (3) hours at the applicable overtime rates. She shall be compensated from the time she leaves her home to report for duty until the time she arrives back upon proceeding directly to and from work.

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.

  • Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

  • General Payment Provisions All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

  • Attachment B, Payment Provisions The payment provisions are amended as follows:

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • Amendment Provision The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

  • Termination Provisions In this Agreement:

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