First Option. Life Annuity - An annuity payable during the lifetime of the Annuitant, ceasing with the last payment due prior to the death of the Annuitant. There is no Death Benefit payable to the Beneficiary under this Option. SECOND OPTION - Life Annuity With a Cash Refund - An annuity payable during the lifetime of the Annuitant. At the death of the Annuitant, any remaining value will be paid to the Beneficiary. The remaining value equals the Contract Value, less Premium Tax, minus the sum of all annuity payments made. This option is only available for fixed dollar annuity payments. VA03-14/15 Page 15 Printed in U.S.A. B660R0.FRM THIRD OPTION - Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and for as long as the Annuitant is living. If at the death of the Annuitant, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, We will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity payable during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. Payments will cease with the last payment prior to the death of the survivor. FIFTH OPTION - Joint and Last Survivor Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. If at the death of the survivor, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments ...
First Option. Lessor hereby grants to Lessee the option to extend the term of this Lease for a five (5) year period commencing on the date the prior term expires (the "First Option Period") upon each and all of the following terms and conditions:
(a) Lessee gives to Lessor on a date which is prior to the date that the First Option Period would commence (if exercised) by at least six (6) and not more than twelve (12) months, a written notice of exercise of the option to extend this Lease for said additional term, time being of the essence. If said notification of the exercise of said option is not so given and received, this option shall automatically expire;
(b) The provisions of Paragraph 39, including the provision relating to default of Lessee set forth in Paragraph 39.4, of this Lease are conditions of this option;
(c) All of the terms and conditions of this Lease except where specifically modified by this option shall apply;
(d) Any prior Lessee that has not been expressly released from liability under this Lease, and any guarantor of the Lessee's performance hereunder, expressly reaffirms in writing the extension of their liability for the term of the option; and
(e) Subject to adjustment as provided in Paragraph 39.8, the monthly Base Rent for each month of the First Option Period shall be ninety-five percent (95%) of the Fair Market Rent (as defined below) of the Premises as of the commencement of the First Option Period, but in no event less than the monthly Base Rent scheduled to be paid during the month prior to the commencement of the First Option Period.
First Option. In the event YPS, at any time during the term of this Agreement, receives one or more bona fide offers from another party to have YPS provide, or support the provision of, a product or service offering similar to the products or services provided by YPS hereunder within any portion of the [***], YPS immediately thereafter shall notify Publisher of the offer(s). The notification from YPS shall identify the portion of the [***] to which the offer(s) relates, contain a description of the product and/or service to be provided, and (to the extent not proscribed by any confidentiality agreement by which YPS is bound) disclose the general terms and conditions upon which the product or service is proposed to be provided. Publisher will have the right (Publisher’s “First Option Right”) to expand the products and services provided under this Agreement to include any of Publisher’s classified directories that are published and distributed primarily within that portion of the [***] identified in YPS’s notice, provided Publisher gives YPS notice of Publisher’s election to expand the coverage of this Agreement and the products and services provided hereunder to one or more of those directories within ten (10) business days of Publisher’s receipt of YPS’s notice. If Publisher so notifies YPS, YPS will be obligated to provide the products and services contemplated in this Agreement for the directories identified by Publisher and those directories thereafter shall be considered a part of, and included in, the Directories subject to this Agreement. Those products and services will be provided by YPS in accordance with the terms and conditions of this Agreement, including the price for such services as specified in this Agreement. The terms contained in the third party offer(s) will not apply to YPS’s provision of such products or services. To the extent Publisher does not so elect to expand the scope of this Agreement, YPS shall be permitted to accept the third party offer(s) identified in its notice to Publisher.
First Option. (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Executive Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value all or any part of the Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an irrevocable and unconditional bona fide arm's length written offer (the "Bona Fide Offer") for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an "Outside Party"), the Selling Executive Party shall provide written notice (the "Sale Notice") to each of (i) Purchaser (together with its assigns, the "Purchaser Buyer") and (ii) the Company (each of Purchaser Buyer and the Company a "Potential Buyer") setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "Purchase Option"), in the case of Purchaser only, shall be assignable at Purchaser's sole discretion) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "Acceptance Notice") to such Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Purchaser Buyer and, second, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "Chosen Buyer(s)") shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) sha...
First Option. (a) Provided that Tenant meets the Option Criteria, Tenant shall have the right (herein called the “First Option”), to be exercised by written notice (herein called “Tenant’s First Election Notice”) given to Landlord not later than the date which is thirty (30) days after the date the First Option Designation Notice is sent by Landlord, to add to the Premises the First Option Premises designated by Landlord in such First Option Designation Notice upon the terms hereof and for a term to be co-terminus with the Term of this Lease. Landlord shall send the First Option Designation Notice at least one hundred eighty (180), but not more than three hundred sixty-five (365), days prior to the First Option Premises Delivery Date. The First Option Premises shall be added to and included in the Premises on the date on which possession of the entirety of such First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to the point of connection of localized distribution in good working order, and in its otherwise then “as is” condition (herein called the “First Option Space Inclusion Date.” Landlord shall have no obligation to remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on or prior to the First Option Premises Delivery Date. If the First Option Space Inclusion Date does not occur by the First Option Premises Delivery Date as a result of the holding over of the prior tenant or for any other reason (other than Landlord’s willful refusal to deliver possession thereof to Tenant after such space has been vacated by the prior tenant thereof), Landlord shall not be subject to any liability whatsoever for such failure or inability to deliver possession, and the exercise of the First Option shall remain effective, but the date upon which Fixed Rent and Additional Rent shall commence with respect to such First Option Premises (the “First Option Space Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to Tenant. Lan...
First Option. Before transferring or disposing of all of its Joint Venture Interest (or any interest therein), the Proposing Transferor shall serve a Transfer Notice on the other Shareholder stipulating the Prescribed Price. Upon receipt of a Transfer Notice, the other Shareholder shall have the right and first option for a period of thirty (30) days to purchase all of the Joint Venture Interest at the Prescribed Price.
First Option. Contemporaneously with the delivery of the Option IND Package for the first Option Target, Surface will provide written notice in the form set forth on Exhibit J (the “Option Selection Notice”) to Novartis indicating whether the Option for the first Option Target will be a Regional Option or a Global Option. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS royalties on Net Sales of Product calculated separately in respect of each band of income in each calendar year at the rate of royalty set out opposite the relevant band in the table below. Royalties on Net Sales below **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales above **** * ***
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS the following amounts in accordance with and at the times set out as follows. Phase II Initiation * *** Phase III Initiation * *** NDA Filing of first indication in US * *** NDA Filing of first indication in EU * *** NDA Filing of first indication in Japan * *** First Commercial Sale in US * *** First Commercial Sale in EU * *** First Commercial Sale in Japan * *** First time annual Net Sales exceed US$**** * *** First time annual Net Sales exceed US$**** * ***
First Option. Each First Option Noteholder hereby agrees and acknowledges that its rights to compensation in addition to the purchase prices set forth in this Agreement in connection with any Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase (including, for all purposes of this Section 8.1, any Optional Note Purchase completed prior to the date hereof), ECF Purchase and/or Rio Note Purchase of any First Option Note completed in accordance with this Agreement shall be solely as follows:
(a) Each First Option Noteholder, to the extent each such First Option Noteholder has sold First Option Notes pursuant to the Upfront Purchase, the Subsequent Upfront Purchase, the Optional Note Purchase, the ECF Purchase and/or the Rio Note Purchase provisions of this Agreement shall have the right (1) in the case of clause (i) below, until six (6) months after the maturity date of the Mortgage Loan (as the same may be extended) and (2) in the case of clause (ii) below, until six (6) months after the date the Mortgage Loan is paid in full, in each case, to participate in payments of all net cash proceeds from:
(i) any sale or other disposition of any Individual Property (other than the Rio Las Vegas made prior to the earlier to occur of (A) the repayment in full of the Loan and the Mezzanine Loan or (B) the Maturity Date of the Loan), including as a result of any casualty or condemnation, in each case in excess of the applicable Release Price (as defined in the Mortgage Loan Agreement and each Mezzanine Loan Agreement) with respect to such Individual Property and not otherwise required to be applied to repay the Loan or any Mezzanine Loan; and
(ii) any refinancing of the Mortgage Loan and the Mezzanine Loan at any time in which the net proceeds are in excess of the outstanding principal balance of the Mortgage Loan and the Mezzanine Loan at such time. Any such excess proceeds from subclause (i) or (ii) above shall be allocated as follows:
(A) first, to the Xxxxxx’x Parties in an amount equal to aggregate amounts paid in connection with each Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase and ECF Purchase plus an amount that would equate to an annual internal rate of return of twenty percent (20%) thereon,
(B) second, twenty percent (20%) of any remaining amounts shall be allocated to the Xxxxxx’x Parties and eighty percent (80%) of such remaining amounts shall be allocated to First Option Noteholders (in the individual amounts specified in Sectio...
