Option Assets Sample Clauses

Option Assets. Subject to the terms and conditions of this Agreement, Seller shall be entitled, at any time within one hundred twenty (120) days after the date hereof (such period, the "Option Period"), to cause all (but not less than all) of the Option Purchased Interests, Option Purchased Entities, Option Underlying Properties and/or Option Properties (as set forth on Schedule 3 hereto) to constitute Purchased Interests, Purchased Entities, Underlying Properties and/or Transferred Properties for all purposes of this Agreement, including the right to cause the Purchaser Parties to acquire all of the applicable Seller Party's right, title and interest in such Option Purchased Interests, Option Purchased Entities, Option Underlying Properties and/or Option Properties, in accordance with the terms and conditions of this Agreement (the "Option"). The Parties shall cooperate in good faith to allocate the applicable purchase price with respect to the Option Assets located in Germany within thirty (30) days after the date hereof.
Sample 1
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Option Assets. Within thirty (30) days after the Effective Date of this Agreement, SELLER will provide BUYER with a complete list of the Option Assets.
Sample 1
Option Assets. Gibralter hereby leases and licenses to the Company, ------------- for the Term hereof, all of those tangible and intangible assets of Gibralter listed on EXHIBIT A attached hereto (the "Option Assets"). Gibralter shall --------- promptly allow the Company to use the Option Assets beginning immediately upon execution of this Agreement and continuing through the Term of this Agreement.
Sample 1
Option Assets. The assets of the Azzurro Companies which shall be subject to the Option (the “Option Assets”) shall be either:
Sample 1
Option Assets. The assets which shall be subject to the Option (the “Option Assets”) shall be all of the assets of the Company or any of its Affiliates at the time the Option is exercised (including the Business Assets) which are utilized solely in the Business.
Sample 1
Option Assets. From the date hereof until the Option Expiration Date, Buyer shall have the option from time to time to designate any of the Option Assets as Acquired Assets by delivering notice of such election to Seller. If Buyer so elects, Buyer shall be required to pay to Sellers any cash prepayment amounts as set forth in Section 3.1(d); otherwise there shall be no purchase price adjustment. For purposes of this Agreement, all Option Assets which Buyer elects to purchase pursuant to this Section shall be deemed Acquired Assets and all Option Assets which Buyer does not elect to purchase on or before the Option Expiration Date pursuant to this Section shall be deemed Excluded Assets. Until the Option Expiration Date, any Option Assets which have not been acquired pursuant to the terms hereof shall be treated under this Agreement as Acquired Assets except insofar as doing so would obligate Buyer to acquire such assets, assume any Liabilities with respect to them or otherwise increase Buyer's Liabilities hereunder.
Sample 1

Related to Option Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Option This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a reservation of or option for the Premises, but when executed by Tenant and delivered to Landlord, the Lease shall constitute an irrevocable offer by Tenant in effect for fifteen (15) days to lease the Premises on the terms and conditions herein contained.

  • Remaining Assets All remaining assets of the Company shall be distributed to the Holders in accordance with Section 4.2(b) by the end of the Taxable Year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Holders shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.2. The distribution of cash and/or property to a Holder in accordance with the provisions of this Section 11.2 constitutes a complete return to the Holder of its Capital Contributions and a complete distribution to the Holder of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Holder returns funds to the Company, it has no claim against any other Holder for those funds.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • Nonstatutory Stock Option The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

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