Non-Exercise Payment Clause Samples

Non-Exercise Payment. As additional consideration for the Acquired Company Interests, the Purchaser shall pay to the Seller Two Million Five Hundred Thousand dollars (U.S.$2,500,000) (the “Non-Exercise Payment”), if (x) C.F. Financeco, Ltd., a British Virgin Islands business company (or any of its successors or assigns), does not exercise the Campollo Purchase Rights during the Purchase Option Exercise Period or (y) the Campollo Purchase Rights are exercised and a transaction consummating the Campollo Purchase Rights is not consummated by the later to occur of (i) sixty (60) days after the delivery of the Exercise Notice and (ii) thirty (30) days from the date on which the conditions set forth in Section 5(a)(i) of the Option Agreement are satisfied (such later date the “Last Purchase Option Closing Date”). Such Non-Exercise Payment will be paid by the Purchaser to the Seller within five (5) Business Days after the later of (i) the end of the Purchase Option Exercise Period if C.F. Financeco, Ltd. does not exercise the Campollo Purchase Rights and (ii) Last Purchase Option Closing Date if the Campollo Purchase Rights are exercised and a transaction consummating the Campollo Purchase Rights has not been consummated. Notwithstanding the foregoing, the Seller acknowledges and agrees that the Purchaser shall have no obligation to pay a Non-Exercise Payment in the event of a Negotiated Transaction.
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Related to Non-Exercise Payment

  • Notice of Exercise; Payment (a) To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares being purchased pursuant to an exercise of the Option must be tendered in full with the notice of exercise to the Company in one or a combination of the following methods as specified by the Optionee in the notice of exercise: (i) cash in the form of currency or check or by wire transfer as directed by the Company, (ii) solely following an IPO in Shares otherwise being traded on an established securities market, through the surrender to the Company of Shares owned by the Optionee for at least six months as valued at their Fair Market Value on the date of exercise, (iii) through net exercise, using Shares to be acquired upon exercise of the Option, such Shares being valued at their Fair Market Value (which for such purpose shall have the meaning set forth in the Stockholders Agreement) on the date of exercise, or (iv) through such other form of consideration as is deemed acceptable by the Board. (b) As soon as practicable upon the Company’s receipt of the Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. (c) As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Method of Exercise Payment Issuance of New Warrant;

  • on Exercise The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 7 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct in compliance with applicable Securities Laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise.

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below: