Fair Market Value Purchase Option Sample Clauses

Fair Market Value Purchase Option. Lessor hereby grants to Lessee the option to purchase all, but not less than all, Equipment set forth on any Equipment Schedule at the expiration of the applicable Initial Term or Extended Term. Any such purchase shall be for cash in an amount equal to the then fair market value of such Equipment, as determined in good faith by Lessor. This purchase option may be exercised by Lessee, provided that no Event of Default, as defined in Section 16 below, has occurred and is continuing. Lessee shall notify Lessor in writing of its intention to exercise its purchase option at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. Upon payment of the fair market value by Lessee to Lessor, Lessor shall transfer title to the Equipment to Lessee "AS IS", "WITH ALL FAULTS", and WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE.
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Fair Market Value Purchase Option. So long as no Event of Default exists, Lessee is hereby granted the following rights and options to purchase the Leased Property for a purchase price equal to the Leased Property's Fair Market Value, as defined below (the "FMV"). (a) The option exercise price shall equal the FMV of the Leased Property as of the applicable option exercised. FMV is defined as the price at which the Leased Property could be sold by a person who desires, but is not required to sell, and is sought by a person who desires, but who is not required to buy, after due consideration of all the elements reasonably affecting value provided that in no event shall the FMV be less than the Exit Purchase Price, as defined below. For purposes of determining the FMV of the Leased Property, Lessor and Lessee shall within ten (10) days of FMV Determination Notice each designate an independent real estate appraiser duly licensed in the State and having not less than ten (10) years experience appraising commercial properties in the area of the Leased Property and shall notify each other in writing of such designation. Within the next ten (10) days, such appraisers shall designate a third independent real estate appraiser with the same credentials and reasonably acceptable to both Lessor and Lessee and shall notify Lessor and Lessee of such designation. After their appointment, all three such appraisers shall be directed to determine, independently, the FMV of the Leased Property. Within sixty (60) days after the designation of the third appraiser, each of the three appraisers shall submit their written determination of the FMV of the Leased Property in accordance with this section to both Lessor and Lessee. If the FMV of the Leased Property is determined by any two or all three of such appraisers is identical, then the FMV for purposes of the Purchase Option shall be such identical amount. If the FMV as determined by each such
Sample 1See All (4)
Fair Market Value Purchase Option. Lessor hereby grants to Lessee the option to purchase all, but not less than all, Equipment set forth on any Lease Schedule at the expiration of the applicable Initial Term or Extended Term. Lessee shall notify Lessor in writing at least ninety (90) days prior to the expiration of the Initial Term or any Extended Term of its intent to exercise its option to purchase the Equipment on the date of such expiration, which notice shall be final and irrevocable. Any such purchase shall be for cash in an amount equal to the then fair market value of such Equipment, as determined in good faith by Lessor (the "Fair Market Value"). This purchase option may be exercised by Lessee, provided that no Event of Default, as defined in Section 16 below, has occurred and is continuing. Upon payment of the Fair Market Value by Lessee to Lessor, Lessor shall transfer title to the Equipment to Lessee "AS IS, WHERE IS", "WITH ALL FAULTS", and WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE.
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Fair Market Value Purchase Option. Provided the Lessee is not in default under this Lease Agreement or any Lease Order executed hereunder, and further provided the Lessee has given Ninety (90) days prior written notice to Lessor of this election, Lessee may elect to purchase all but not less than all of the Equipment subject to an applicable Lease Order. The purchase price for such Equipment shall be its Fair Market Value. Fair Market Value is defined as the estimated amount, as of a certain date, which could be obtained for such Equipment in an arms length transaction between an informed and willing buyer and seller each under no compulsion to buy or sell with the assumption that the Equipment is being sold "in place and in use".
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Fair Market Value Purchase Option. Lessee may purchase all or any complete system of Equipment for an amount equal to the Fair Market Value plus applicable taxes on the date of the expiration of the Base Term (the “Purchase Date”). Title to the purchased Equipment will pass to Lessee on the Purchase Date provided Lessee has paid all amounts then due under the Schedule and the full purchase price and taxes.
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Fair Market Value Purchase Option. Upon the expiration of the Base Term and payment by Lessee of all amounts due and owing under the Lease and this Schedule, Lessee shall purchase all of Lessor's right, title and interest in and to all, but not less than all, of the Equipment for a purchase price equal to the greater of twenty percent (20%) of Lessor's Total Equipment Cost or the Fair Market Value of the Equipment (the "Purchase Price"). The sale of the Equipment to Lessee shall be on an "AS-IS, WHERE-IS" basis, with no representations or warranties (expressed or implied) as to any matter whatsoever, except that Lessor shall represent to Lessee that no security interest, lien or encumbrance against such Equipment has been created by or through Lessor. Lessee shall pay Lessor on the Base Term Expiration Date in immediately available funds the sum of: (i) the Purchase Price; (2) all rent for such Equipment due and unpaid as of, together with rent accrued through, the date of such sale; (3) an amount equal to accrued taxes and other amounts payable hereunder and under the Lease by Lessee with respect to such Equipment; (4) all costs, expenses, losses and damages incurred or sustained by Lessor in connection with such sale including all amounts Lessee shall be required to pay Lessor pursuant to any indemnity provision contained in the Lease; and (5) interest on each of the foregoing and on all sums not paid when due under any provision of this Lease at a per annum rate equal to the lesser of (i) two percent (2%) plus the Prime Rate and (ii) the highest rate, if any, permitted by applicable law. For purposes of this Section 13, rent shall be prorated daily by interpolation on a straight line basis to the date of payment.
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Fair Market Value Purchase Option. At the end of the section add the following: "If Lessor and Lessee are unable to agree on a fair market value by the sixtieth (60th) day following a notice of Termination, they shall, at their equally-shared expense, retain an independent appraisal company that is mutually acceptable to Lessor and Lessee, to appraise the Equipment and to determine and report to Lessor and Lessee the fair market value rental rate therefor and the fair market value purchase price thereof. Such determination shall be final and binding on Lessor and Lessee."
Sample 1
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Fair Market Value Purchase Option. If Option A has been selected, no Event of Default exists, no event has occurred and is continuing which with notice or the lapse of time, or both, would constitute an Event of Default, and Lessee delivers to Lessor an irrevocable written election notice at least one hundred twenty (120) days prior to the expiration of the applicable Term, Lessee may purchase all (but not less than all) of the Equipment at the end of the applicable Term at Fair Market Value (as defined below).
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Fair Market Value Purchase Option. Provided that no default has occurred and is continuing, Lessee shall have the option (the "Purchase Option") upon not less than sixty (60) days prior written notice delivered to Lessor and to the then Lessor's Assignee, if any, with respect to the Supplement, to purchase all of the Product described in the Supplement, with the exception of the Product identified in Invoice # 195109, upon the expiration of the Initial Term. The exercise price of the Purchase Option shall be the Fair Market Value of the Equipment on the expiration of the Initial Term. "Fair Market Value" shall mean and refer to the value, as reasonably determined by Lessor, which would be obtained in an arms length transaction between an informed and willing buyer-user under no compulsion to buy and an informed and willing seller under no compulsion to sell.
Sample 1

Related to Fair Market Value Purchase Option

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Substitute Purchase Option In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

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