Continuing Option Sample Clauses

Continuing Option. (a) At any time and from time to time after the Initial Continuing Option Exercise Date and thereafter during the Effective Period, the Company shall have the right, but not the obligation (the "Continuing Option"), exercisable by providing written notice thereof (the "Continuing Option Notice") to the Foundation, to purchase from the Foundation all or any portion of the Registrable Securities (the "Continuing Option Securities") at a cash price per share equal to the Continuing Option Price (as defined below in this Section 4(a)). The Continuing Option Notice shall state the number of Continuing Option Securities that the Company shall purchase pursuant to the Continuing Option, the aggregate purchase price therefor, and the closing date of the Company's purchase of the Continuing Option Securities, which shall take place within thirty (30) days of the date of the Continuing Option Notice. The Company shall pay for the Continuing Option Securities that it shall purchase pursuant to the Continuing Option at the closing thereof by wire transfer of immediately available funds to a bank account designated by the Foundation. At such closing, the Foundation shall deliver to the Company a certificate or certificates representing the number of Continuing Option Securities purchased by the Company as specified in the Continuing Option Notice, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be entitled to receive customary representations and warranties from the Foundation regarding such sale of Continuing Option Securities (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The term "Continuing Option Price", as used herein, shall mean (i) prior to the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", "B" or "C", and (ii) from and after the consummation of a Demand Registration or an offering pursuant to a Piggy-Back Request, the greater of "A", or "B", where, for purposes of the foregoing clauses (i) and (ii), "A" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive trading days ending on the date that the Continuing Option Notice with respect to such Continuing Option shall have been provided, "B" shall mean the average closing sale price per share of Common Stock on the NYSE during the ten (10) consecutive ...
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Continuing Option. Landlord grants Tenant an option to lease the remaining space in the South wing of the building (approximately 54,585 square feet currently occupied by Kalpana Inc. under sublease from Philips Semiconductors). This option to lease shall be for a lease with terms and condition identical to this lease with the following exception: 1) Base monthly rent shall be $.7765/square foot/month to be paid monthly; 2) The $10.00/square foot tenant improvement allowance and Landlord's maximum contribution to rectification of Code non-conformities ($.3394/square foot) specified in Paragraph 47 shall be decreased to amounts which are proportionate to the number of months of the term for the additional space compared to sixty-six months. Example: if the term for the additional space is fifty months, the amount for tenant improvements shall be $7.576/square foot ($10.00 x 50/66) and Landlord's maximum contribution to rectification of Code non-conformities shall be $.2571/square foot ($.3394 x 50/66); 3) The additional $5.00 per square foot specified in Paragraph 47 for tenant improvements shall be available to Tenant for the same purpose under the same terms and conditions; 4) If the optioned space is vacant at the time of the exercise of the option, early occupancy shall commence immediately and rental and occupancy shall commence 90 days after option exercise. If the space is occupied at the time of exercise of the option, early occupancy shall commence immediately on surrender of the premises by the existing tenant, and rental and occupancy shall commence 60 days thereafter. No rental shall be charged by Landlord during early occupancy periods. 5) The space subject to the option shall be solidly contiguous to the premises under this lease and shall not be less than 18,415 square feet at each option exercise with a natural break with the remaining space considering HVAC, electrical, other utilities, and layout. The remaining space also must be reasonably leasable by Lessor. This continuing option is subject to any right of Diamond Computer Systems, Inc. under its lease with Landlord. This continuing option shall be for the period ending December 31,1996, and shall not be exercisable if the space is under lease or subject to a fully executed letter of intent between Landlord and a third party. It is exercisable by Tenant by written notice to Landlord to be received by Landlord only during the first seven days of each month of the period ending December 31, 1996. To exercis...
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Continuing Option. In the event that Boston Beer elects not to accept ----------------- an offer of replacement production capacity for Beer Products made by ▇▇▇▇▇ in connection with a Closure, then, in such event, ▇▇▇▇▇ agrees that its offer of replacement production capacity to Boston Beer (the "Option for Replacement Production") shall remain open until the expiration of *. In the event that Boston Beer fails to elect, during such *, to have Beer Products produced in accordance with the Option for Replacement Production made by ▇▇▇▇▇, then such failure shall be deemed to be a termination of this Agreement solely with respect to production of Beer Products *, and as referred to in the Closure Notice pursuant to which ▇▇▇▇▇ has offered the replacement production capacity. If, on the other hand, Boston Beer should elect, subsequent to Closure but prior to expiration of the Option for Replacement Production, to have ▇▇▇▇▇ produce Beer Products in accordance with the replacement production capacity outlined in the Option for Replacement Production, then, in such event, Boston Beer shall be responsible for all Incremental Costs with no Contribution Allocation (as hereinafter defined) to be credited against Incremental Costs. Nothing contained in this subsection (c) shall require ▇▇▇▇▇ to refrain from Closing a Brewery.
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Continuing Option. Upon exit of MWSS from the Contractual Joint Venture under Section 7.05 of this Agreement, MWSS shall grant the Consortium the right to match the said superior or more advantageous offer of a third party to purchase the Participation Interest of MWSS, within the period of thirty (30) days from receipt of notice from MWSS of the results of the competitive selection. In the event the Consortium so exercises its right to match the offer for the purchase of the said Participation Interest, MWSS shall award the sale of its Participation Interest to the Consortium, and upon receipt of the price reasonably agreed upon by the parties, by appropriate deed, sell, transfer, and convey the Participation Interest to the Consortium. For the avoidance of doubt, the Parties hereby acknowledge and agree that no right, title or interest in the properties of MWSS shall pass to the buyer of the Participation Interest of MWSS, and MWSS shall continue to be liable for the obligations in connection with such properties not covered by its Participation Interest even after the said transfer, including its undertakings under Section 4.01.
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Continuing Option. If Bartech exercises this Option for less than the ------------------ full number of Option Shares then available for exercise, this Option and this Agreement shall thereafter represent the right to acquire the remaining number of Option Shares not previously acquired hereunder.
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Continuing Option. Until the earlier of (a) three (3) years after the commencement Date or (b) Landlord's receipt of a written notice from Tenant that Tenant irrevocably waives its rights hereunder to acquire the Additional Premises, Landlord shall keep in full force and effect, and do all things required of Landlord to maintain as operative, the Land Sale and Option Agreement as it pertains to the remaining 4.5 acres of Land ("Second Parcel") on which the Additional Premises will be constructed if Tenant shall exercise its option to expand as provided in this Lease. Tenant shall reimburse Landlord for any money expended to keep the option in effect.
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Continuing Option. (i) In addition to any other rights set out in this Agreement, at any time after First Commercial Power of the LIL, Nalcor LP shall have, at its sole discretion, but subject to Section 5.15(c)(ii), the following options: (A) the option to require that Emera NL retire as a Limited Partner, which shall be effected pursuant to and in accordance with Section (B) the option to acquire, directly or through one or more Affiliates (collectively, in this Section, the “Purchasers”), all but not less than all of the Partnership Interest owned by Emera NL for a price, payable in money, consisting of an initial payment of $1.00 plus earnout payments (the “Earnouts”) for the remainder of the Service Life, dependent on the Distributions received in each Fiscal Year by the Purchasers on the Class B Limited Units acquired by the Purchasers from Emera NL, provided that such purchase price and the Earnouts shall be reduced by any amounts then owing by Emera NL to the Partnership and any amounts owing by Emera or Emera NL under this Agreement or the LIL LP Agreement at such time. The Earnouts shall be payable to Emera NL by the Purchasers in accordance with the principles set out in Section 5.15(c)(ii); (C) the option to acquire, directly or through one or more Affiliates (collectively, in this Section, the “Purchasers”), all but not less than all of the Partnership Interest owned by Emera NL for a price, payable by: (1) an initial payment of $1.00; plus (2) the delivery to Emera NL of a promissory note with a principal amount equal to the balance in the Capital Account of the Class B Limited Units owned by Emera NL and providing for a rate of interest such that the promissory note shall require the Purchasers to make payments to Emera NL for the remainder of the Service Life (subject to Section 5.15(b)(ii)) dependent on the Distributions received in each Fiscal Year by the Purchasers on the Class B Limited Units acquired by the Purchasers from Emera NL, with the payments under such note to be payable to Emera NL by the Purchasers in accordance with the principles set out in Section 5.15(c)(ii), provided that such purchase price and such payments shall be reduced by any amounts then owing by Emera NL to the Partnership and any amounts owing by Emera or Emera NL under this Agreement or the LIL LP Agreement at such time; and (D) the option to acquire all but not less than all of the Partnership Interest owned by Emera NL for a price and otherwise on terms and conditions as may ...
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Related to Continuing Option

  • Pre-Closing Option Provided that the Recipient satisfies the terms and conditions of this Agreement, Recipient may elect to have Funds delivered by the OPWC to the Title Agent prior to Closing, subject to the terms and conditions of this Agreement and the Escrow Agreement. Recipient shall make such election, if at all, by delivering to the OPWC a Disbursement Request Form and Certification in the form of Appendix E to this Agreement (the "Disbursement Request"), which shall identify the Title Agent as payee and shall be delivered after the Recipient's receipt of a Notice to Proceed and not more than sixty (60) days prior to Closing. The OPWC shall then deliver to the Title Agent Funds to be disbursed under this Agreement for the land acquisition, which Funds may be held, together with the Matching Funds, in an account subject to the terms and conditions of the Escrow Agreement. Any interest that accrues thereon shall be used by the Recipient for settlement costs. If the interest paid on such escrow account exceeds the settlement costs to be paid by the Recipient, then such funds shall be applied to the Cost of Project. If all of the conditions to the release of Funds set forth in the Escrow Agreement have been satisfied, the Title Agent shall release the escrowed Funds at Closing and apply the same to the land acquisition costs in accordance herewith and the settlement statement executed and delivered at the Closing. After Closing, the Recipient may request additional disbursements of Funds available under this Agreement relating to the land acquisition, including costs incurred in connection with appraisal of the Land, closing costs, title search, environmental assessments and other eligible costs. Within sixty (60) days of Closing, the Recipient shall deliver to the OPWC, or shall cause the Title Agent to deliver to the OPWC, a copy of the recorded Deed Restrictions and deed, or other instrument appropriate for the interest in the Land, and the executed settlement statement. If the Recipient does not close within thirty (30) days of disbursement, the Recipient must contact the OPWC immediately.

  • Top-Up Option (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Unvested Options Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.