Obligation; Exercise Sample Clauses

Obligation; Exercise. Subject to the other terms and conditions set forth in this Section 13.1, upon the occurrence of the Put Right Event, the Manager or any Affiliate thereof to whom any Allocation Shares are validly transferred (the “Put Right Holder”) shall have the right, but not the obligation (the “Put Right”), which right is exercisable by providing written notice to the Company in accordance with this Section 13.1(a) (the “Put Notice”), to cause the Company to purchase all, but not less than all, of the Allocation Shares then held by the Put Right Holder (the “Put Securities”) for the Put Price, as of the Put Right Exercise Date, on the Put Right Closing Date; provided, however, that the Put Right Holder must exercise its Put Right, if exercised, by providing the Put Notice during the one (1) year period immediately following the Put Right Event Date. The Put Notice shall specify (i) the Put Right Holder’s intention to exercise the Put Right granted hereunder, (ii) the Put Right Event giving rise to the Put Right, (iii) the Put Right Event Date, (iv) the names of four independent, nationally recognized investment banks, as well as specific contact persons thereof, acceptable to the Put Right Holder for purposes of the calculations required by Section 13.1(b) (each a “Put Right Holder Approved Investment Bank”), (v) the location of the Put closing, (vi) wire instructions for payment of the Put Price on the Put Right Closing Date, and (vii) whether or not the Put Right Holder will be electing to receive a Put Note in accordance with Section 13.1(d).
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Obligation; Exercise. At any time and from time-to-time from the date of this Agreement to 5:00 p.m., New York City time, on September 30, 2009 (the “Termination Date”), Seller shall have the right, but not the obligation (the “Sale Right”), by providing written notice to Buyer in accordance with this Section 2.1 (each an “Exercise Notice”), to cause Buyer to purchase on the Transaction Closing Date any or all of the Mortgage Assets then owned by Seller for the Sale Price of such Mortgage Assets; provided, however, that in no event shall Buyer be required to purchase any Mortgage Asset after it has purchased Mortgage Assets with an aggregate Sale Price of One Hundred Twenty Five Million Dollars ($125,000,000) pursuant to this Agreement. Each Exercise Notice shall specify (a) Seller’s intention to exercise the Sale Right granted hereunder, (b) the identity of the Mortgage Asset or Mortgage Assets to be sold, (c) the Exercise Date, and (d) wire instructions for payment of the Sale Price on the Transaction Closing Date.

Related to Obligation; Exercise

  • Obligation to Exercise The Optionee shall have no obligation to exercise any option granted by this Agreement.

  • Agreement to Assume Obligations The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

  • Repurchase Obligation At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows:

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Purchase Obligation An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

  • Obligation to Purchase (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.

  • Obligation to Cash Collateralize At any time there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

  • Severance Obligations In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be exclusively responsible for, and shall pay to such accepting employee, all severance benefits that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers based on Seller's severance policies as in effect on the Closing Date.

  • No Obligation to Exercise Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall obligate any Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

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