Fixed Price Purchase Option Sample Clauses

Fixed Price Purchase Option. (A) Not less than twelve (12) months nor more than eighteen (18) months prior to the scheduled end of the Lease Term (as such term is defined in the Operative Agreements), Bayer may, in its sole and absolute discretion: (i) direct EDNC to exercise the Fixed Price Purchase Option (provided, however, that if Bayer elects such option, Bayer shall pay Boatmen's Trust Company of Texas (or any successor Lessor appointed pursuant to the Operative Agreements) the Fixed Price Purchase Option Amount, thereby terminating the Leveraged Lease); (ii) direct EDNC to exercise the Fixed Price Purchase Option, thereby terminating the Leveraged Lease, and terminate the Project Agreements (provided, however, that if Bayer elects such option, Bayer shall pay Boatmen's Trust Company of Texas (or any successor Lessor appointed pursuant to the Operative Agreements) the Fixed Price Purchase Option Amount, thereby terminating the Leveraged Lease, and shall pay EDNC the Expiration Termination Fee, thereby terminating the Project Agreements); or (iii) refuse its consent to the exercise by EDNC of the Fixed Price Purchase Option, in which case the Fixed Price Purchase Option shall not be payable, and Bayer may permit the Project Agreements to expire pursuant to Section 17.3 (provided, however, that if Bayer elects such option, Bayer shall pay to EDNC the EDNC Expiration Termination Fee and shall enter into new Project Agreements with Boatmen's Trust Company of Texas (or any successor Lessor appointed pursuant to the Operative Agreements) or its designee pursuant to Section 8 of the Lessor's Consent to Ground Sublease and Non- Disturbance Agreement.) In the event that Bayer directs EDNC to exercise the Fixed Price Purchase Option, then EDNC shall have the option, and is hereby granted the option, to (i) exercise the Fixed Price Purchase Option in its own name (or any assignee approved by Bayer), or (ii) assign the Fixed Price Purchase Option to Bayer (or its designee) prior to any exercise of the Fixed Price Purchase Option and Bayer hereby consents to such assignment. If the Fixed Price Purchase Option is assigned to Bayer hereunder, the parties hereto agree that title to the EDNC Baytown Plant will automatically revert to Bayer. SECTION 18: INDEMNIFICATION
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Related to Fixed Price 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.

  • 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.

  • Exercise of Purchase Option If Purchaser elects to exercise this Option, it shall do so by sending a written notice of such exercise to Seller prior to the expiration of the Option Term. Purchaser’s notice shall specify the date and time that the closing of the purchase and sale of the Property (the “Closing”) will take place, which shall be no earlier than the date that is thirty (30) days after the date of the exercise of the Option and no later than the date that is forty-five (45) days after the date of the exercise of the Option. Purchaser and Seller shall conduct an escrow‑style closing through the Title Company so that it will not be necessary for any party to physically attend the Closing. Notwithstanding any provision to the contrary in this Agreement, if the notice of exercise is mailed via the U.S. Postal Service, the notice shall be deemed to have been delivered when mailed if sent with prepaid postage by certified or registered mail, or if sent via overnight delivery service, the notice shall be deemed to have been delivered when deposited with such overnight delivery service. Within three (3) business days following Purchaser’s exercise of the Option, ONE THOUSAND AND NO/DOLLARS ($1,000.00) shall be paid by Purchaser to Title Company as xxxxxxx money (the “Xxxxxxx Money”). The Xxxxxxx Money shall be held in a segregated interest bearing account by Title Company. All interest and earnings shall be paid to Purchaser. The Xxxxxxx Money shall be credited against the Purchase Price at Closing. Title Company shall act as escrow agent until Closing and shall hold and disburse the Xxxxxxx Money as provided in this Agreement. Seller shall have no right to receive any payment of the Xxxxxxx Money unless Seller terminates this Agreement in accordance with Section 16(a) below as a result of an uncured default of this Agreement by Purchaser, or the Xxxxxxx Money is credited against the Purchaser Price due at Closing. Seller and Purchaser agree to cause to be executed, acknowledged and delivered to Title Company such further reasonable and necessary escrow instruments and documents requested by the Title Company in connection with Title Company holding and disbursing the Xxxxxxx Money and Title Company conducting the Closing, in order to carry out the intent and purpose of this Agreement.

  • 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.

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase 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.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • 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.

  • Option Purchase Price Subject to Section 6.3(a)(iii) below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company by reason of retirement or resignation, the "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Purchase Option (such number of shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 66 2/3% and on or prior to the second anniversary of the of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 33 1/3% and on or prior to the third anniversary of the of the Purchase Number Closing Date As used herein, "Closing Date" for each New Management Investor means the date specified opposite such person's respective name on Schedule II hereto. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor the aggregate amount of the outstanding principal and accrued but unpaid interest due on any Promissory Note of such Management Investor to the Company. As used herein, "Adjusted Cost Price" for each share of Common Stock means the original purchase price per share for the Management Investor's Common Stock as set forth in Section 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Common Stock);

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

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