Grant of Purchase Option. (a) Holdings hereby grants to Dynavax an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Dynamo Equity Securities owned or hereinafter acquired by Holdings, in accordance with the terms of this Agreement.
(b) Symphony Dynamo hereby covenants and agrees that all Symphony Dynamo Equity Securities issued by Symphony Dynamo at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Dynavax or Holdings. Further, to the extent Symphony Dynamo shall issue any Symphony Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Dynamo Equity Securities being subject to the prior written consent of Dynavax as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Dynamo hereby covenants and agrees that it shall cause such Symphony Dynamo Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Dynamo Equity Securities by Dynavax, Symphony Dynamo or any Symphony Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Dynavax pursuant to this Agreement for all of the outstanding Symphony Dynamo Equity Securities now or hereinafter owned by any Person shall be the Purchase Price.
(c) Dynavax’s right to exercise the Purchase Option granted hereby is subject to the following conditions:
(i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of Holdings’ Symphony Dynamo Equity Securities;
(ii) The Purchase Option may only be exercised a single time;
(iii) Except as expressly provided in Section 1(c)(iv), the Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including April 18, 2007, (the “Purchase Option Commencemen...
Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender hereby grants to the Initial Beneficiary the right and option, to purchase from time to time, subject to the conditions, limitations and rights set forth in this Article VI, all or a portion of the outstanding principal balance of the outstanding Advances made by such Warehouse Facility Lenders (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal to the sum of:
(i) the outstanding balance of such Advances (or portion thereof that is so purchased); plus
(ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”); plus
(iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed), an amount equal to the amount that would have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, pursuant to Section 6.2 of the related Current Receivables Financing Agreement or (2) in the case of any Advance that was made under an Additional Warehouse Facility, pursuant to any provision that is similar or analogous to Section 6.2 of the Current Receivables Financing Agreements, determined (in the case of clauses (1) and (2)) as though the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, on the Initial Beneficiary Purchase Date, in an amount equal to the principal balance of such Advance (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the “Initial Beneficiary Purchase Price”).
Grant of Purchase Option. 2.1 The Existing Shareholders hereby jointly and severally agree to irrevocably and unconditionally grant to Beijing Miyuan an exclusive Purchase Option, pursuant to which Beijing Miyuan shall be entitled, subject to PRC Laws, to request the Existing Shareholders to transfer the Option Equity Interests to Beijing Miyuan or other entity or individual designated by Beijing Miyuan in accordance with this Agreement. Beijing Miyuan hereby agrees to accept such Purchase Option.
2.2 Beijing Huaqianshu hereby agrees to the grant of such Purchase Option to Beijing Miyuan by the Existing Shareholders in accordance with Article 2.1 above and other provisions of this Agreement.
Grant of Purchase Option. Party B hereby irrevocably grants the following exclusive right to Party A (the “Purchase Option”):
1.1 During the term hereof, as long as the then-applicable laws of the People’s Republic of China (the “PRC laws”) and/or restrictions placed by the relevant industrial policy are not violated, Party A shall be entitled, in accordance with the terms and conditions provided herein, to exercise the option as set forth in Article 4 hereof, by acquiring all the Target Equity from Party B at the price of Renminbi nine jiao (RMB 0.90 yuan) for each RMB one (1) yuan of capital contribution in Nanjing Tuniu (“Exercise Price”). Party A shall be entitled to purchase all or any part of the Target Equity in one or multiple times at its own choice. Party B hereby undertakes to cooperate in the execution of the above proceedings by transferring all or any part of the Target Equity to Party A.
1.2 Party A shall be entitled to request Party B at any time, to transfer all or any part of the Target Equity to Party A or any one or multiple entities (or individuals) designated by Party A that is eligible under the then-applicable PRC laws and/or industry policy, at the Exercise Price; and Party B hereby undertakes to cooperate with the performance.
1.3 Where permissible under the then-applicable PRC laws and/or industrial policy, Party A shall have the absolute discretion to determine the specific time, method and number of occasions for the exercise of the Purchase Option.
Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price per share (the "Exercise Price") equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Merger Consideration will be appropriately adjusted for the purpose of this Section 9. The Merger Consideration as it relates to the Options, Warrants and Rights shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, Warrant or Right, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option, Warrant or Right. To the extent that the per share exercise price of any Option, Warrant or Right exceeds the Merger Consideration, such Option, Warrant or Right shall be canceled and the Stockholder shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Company relating thereto. The amount payable pursuant to this Section 9 shall be subject to all applicable withholding taxes.
Grant of Purchase Option. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender the Shares it owns as of the date hereof and any Shares it may acquire prior to the expiration of the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition, each Stockholder hereby severally and not jointly grants to Purchaser an irrevocable option (as to each Stockholder, the "Option") to purchase any of or all the Shares owned by such Stockholder and any of or all the Shares for which any stock options and warrants owned by such Stockholder are then exercisable on the date the Option is exercised by Purchaser (on any date, the "Vested Options and Warrants") in each case at a price per Share equal to $40.00 (the "Original Offer Price"). Subject to Section 8, the Option may be exercised at any time and from time to time after the date hereof, in whole or in part. If Purchaser shall for any reason have increased the price per share payable in the Offer over the Original Offer Price (and Purchaser accepts Shares for payment pursuant to the Offer), then, immediately following Purchaser's payment for the Shares pursuant to the Offer, each Stockholder shall pay to Purchaser on demand an amount in cash equal to the product of (x) the number of such Stockholder's Shares purchased pursuant to the Offer and (y) the excess of (A) the per share cash consideration received by the Stockholder as a result of the Offer, as amended, over (B) the Original Offer Price.
(b) In the event that Purchaser wishes to exercise the Option as to a Stockholder, Purchaser shall give written notice (the date of such notice being called the "Notice Date") to such Stockholder and to the Company specifying the number (if less than all) of such Stockholder's Shares, including shares of Common Stock underlying Vested Options and Warrants, and a place, time and date not later than 10 Business Days (as defined in the Merger Agreement) from the Notice Date for the closing of such purchase. Prior to the closing, such Stockholder will take all action necessary to exercise the Vested Options and Warrants and obtain possession of the underlying Shares.
Grant of Purchase Option. Beginning on the Closing Date, the Stock shall be subject to the right and option of the Company to repurchase the Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser's employment by or consulting relationship with the Company (including a parent or subsidiary of the Company) shall cease for any reason, or no reason, with or without cause, including death, disability or involuntary termination ("Termination"), the Company shall have the right, as provided in Section 3.2 hereof, to purchase from Purchaser or his personal representative, as the case may be, at the purchase price of $____ per share (the "Option Price"), all of the Stock that has not been released from the Purchase Option in accordance with the following schedule:
(a) On __________, 199_, one-eighth (1/8th) of the shares of the Stock. (______ shares) shall be released from the Purchase Option;
(b) At the end of each full month elapsing after __________, 199_, an additional one forty-second (1/42nd) of the remaining _______ shares of Stock (______ shares) will be released from the Purchase Option.
Grant of Purchase Option. The Stockholder hereby grants ------------------------ to Parent and Purchaser an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price (the "Exercise Price") per Share equal to $34.00 (the "Offer Price"). In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Offer Price will be appropriately adjusted for the purpose of this Section 10.
Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to purchase for cash at a price (the "Exercise Price") set forth below, in a manner set forth below, free and clear of all Liens, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder, including, without limitation, by requiring the Stockholder to exercise any or all Options. The Exercise Price for shares of Company Common Stock shall be equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section
Grant of Purchase Option. Party A hereby grants Party B an irrevocable and exclusive call option (the “Option”), whereby Party B and/or any person nominated by Party B may purchase at any time during the Term of the Option (as defined below) from Party A the trade name, proprietary technology held by Party A, the registered trademarks, domain names, copyrights and patents held by Party A as set forth in the Schedule to this Agreement and all trademarks, domain names, copyrights and patents that will be submitted for registration after Party A’s execution of this Agreement, (collectively, “Intellectual Properties”), subject to the terms and conditions of this Agreement.
