First Purchase Option Sample Clauses

First Purchase Option. Sellers shall sell to Dakota (or its designee), at Dakota's option (the "First Purchase Option"), all, but not less than all, of the Common Stock owned by Sellers which such Sellers desire to sell, transfer or otherwise dispose of, other than pursuant to a tender or exchange offer for the Common Stock which is governed by Section 4.2 hereof or pursuant to the provisos set forth in section 3 hereof. The First Purchase Option shall apply to, and may be exercised in connection with, each sale, transfer or other disposition of Common Stock desired to be made by Sellers prior to three (3) years following the Conversion Date. The First Purchase Option shall be exercisable on the following terms and conditions: (a) In the event Sellers desire to sell, transfer or otherwise dispose of any Common Stock, other than pursuant to a tender or exchange offer covered by Section 4.2 hereof (such shares being known as the "First Purchase Option Shares"), Sellers shall promptly deliver or cause to be delivered a written notice to Dakota of Sellers' desire to sell, transfer or otherwise dispose of such Common Stock (the "Sales Notice"), which Sales Notice shall specify the number of Common Stock Sellers' desire to sell, transfer or otherwise dispose of, whether such Common Stock is to be sold on the over-the-counter market, on a national securities exchange or to a private purchaser, and if to a private purchaser, the name of such private purchaser and the purchase price for the Common Stock. (b) The First Purchase Option shall remain open and exercisable by Dakota for thirty (30) days following the receipt by Dakota of a Sales Notice. The First Purchase Option may be exercised with respect to all, but not less than all, of the First Purchase Option Shares specified in such Sales Notice at the private sales price, if such Common Stock were to be sold in a private sale, or if such Common Stock were to be sold on the over- the-counter market or on a national securities exchange, the market price on the date that the Election Notice is given by Dakota. Dakota shall provide written notice to Sellers of its intent to exercise the First Purchase Option (an "Election Notice") prior to the thirtieth (30th) day following the receipt by Dakota of the Sales Notice. (c) The closing of any purchase of First Purchase Option Shares by Dakota upon exercise of the First Purchase Option shall take place within ten (10) days following the day that the Election Notice is provided to Sellers by D...
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First Purchase Option. The Company hereby grants to Campus Crest the option to increase its Participating Percentage in the Company by 18% (resulting in an aggregate Participating Percentage of 85%) on the terms and conditions set forth in this Section 18.1(a) (the “First Purchase Option”). (i) The First Purchase Option shall be exercisable by Campus Crest by giving notice to the Company, with a copy to all of the other Members, on or promptly after the date twelve (12) months after the Initial Closing Date, but in no event later than August 18, 2014. (ii) Within fifteen (15) days after exercise of the First Purchase Option, Campus Crest shall make an aggregate capital contribution of $68,600,000 to the Company in exchange for the issuance by the Company of a number of Units with a Participating Percentage equal to 18% (determined prior to the issuance of such Units). (iii) Immediately following the receipt of the capital contribution from Campus Crest, the Company shall redeem from the Members other than Campus Crest an aggregate number of Units equal to the number of Units issued to Campus Crest in exchange for its capital contribution, which Units shall be redeemed from the Members ratably in accordance with their respective Participating Percentages, in exchange for an aggregate payment of $68,600,000. Any fractional Units result from such redemption shall be rounded down to the nearest whole Unit. (iv) Concurrently with the exercise of the First Purchase Option, Campus Crest shall, at the option of the Managers, contribute to escrow a cash amount equal to $14,500,000 for the repayment of property-level indebtedness of the Company’s Subsidiaries that matures in 2014.
Sample 1
First Purchase Option. The Company hereby grants to Campus Crest the option to increase its Participating Percentage in the Company by 27% (resulting in an aggregate Participating Percentage of 75%) on the terms and conditions set forth in this Section 18.1(a) (the “First Purchase Option”).
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First Purchase Option. ADC shall have the right to purchase from the Optionholders all Shares pursuant to the following terms and conditions. This Agreement shall be effective individually as to each Optionholder who signs this Agreement, regardless of the aggregate number of Optionholders who will sign this Agreement.
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First Purchase Option. On the last date of the Initial Term of the Schedule, Lessee may purchase for cash all (and only all) of the Equipment then covered by the Schedule for a price equal to 40% percent of Original Equipment Cost (as defined below) upon thirty (30) days prior written notice to Lessor.
Sample 1
First Purchase Option. In further consideration of the mutual covenants existing among the Parties, the Lessors hereby grant unto the Lessee, the exclusive first right and option to purchase the Premises for the total of the sum of $50,000 plus the unpaid principal balance of accrued unpaid interest on and penalty, if any, of the 1) purchase money note and any extension, renewal or replacement thereof (Exhibit C attached), 2) Lake Country Note (Exhibit D attached); and 3) Lessors' personal contribution to the Aid to Construction ($42,860) which sum shall be paid at closing, as that term is hereinafter defined, in immediately available funds. The Lessee will pay all fees, costs and expenses reasonably incurred by it in connection with the purchase thereof. The Lessors will furnish the Lessee with a deed of bargain and sale at its expense upon receipt of the purchase price according to this Agreement. The Lessee may exercise its first purchase option at any time after the Record Date prior to 5 p.m. on the date ten years from the Record Date by written notice to the Lessors communicated to them at their address shown in Article 16, supra, or any subsequent such other address as may have been communicated to the Lessee by the Lessors in writing. At closing and upon payment and receipt of the full purchase price, the Lessors shall convey the Premises to the Lessee by deed of Special Warranty, free of liens, subject only to easements as may then exist in favor of public or private utilities, recorded, in-place or apparent for utility services and the drainage of surface water.
Sample 1
First Purchase Option. Optionor hereby grants to Optionee an option to purchase all, but not less than all, of Phase I of the Project, together with either a fee interest or an exclusive easement interest in the Field and a reciprocal parking easement interest pursuant to Section 17 below (collectively, the “Option Property”) as of the date of the fifth (5th) anniversary of the Lease Commencement Date (the “First Purchase Option”), upon the terms and conditions set forth more particularly in this Section 2. -5- XXXXXXXXXX XXXX [ROFO/Option Agreement]
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Related to First Purchase Option

  • 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.

  • Representatives Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 500,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $8.80, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request.

  • Purchase Options Neither the Property nor any part thereof is subject to any purchase options or other similar rights in favor of third parties.

  • Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or their designees) on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of ______ units ("Representative's Units") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of $____ (___% of the exercise price of the Warrants included in the Units sold to the public). The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative's Unit of $___, which is equal to _________ (___%) of the initial public offering price of a Unit. The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Public Securities and the Representative's Securities are hereinafter referred to collectively as the "Securities." The Representative understands and agrees that there are significant restrictions against transferring the Representative's Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative's 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.

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • 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.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • 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.

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

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