Option Letter Clause Samples

An Option Letter clause defines the process by which one party can exercise a contractual option, typically by providing written notice to the other party. In practice, this clause outlines the required format, timing, and method for delivering the option notice, such as specifying that the notice must be in writing and sent to a designated address within a certain timeframe. The core function of this clause is to ensure that the exercise of contractual options is clear, formalized, and legally effective, thereby reducing the risk of disputes over whether an option has been properly exercised.
Option Letter. (a) Subject to Section 11.1 and Section 11.3(b), the Reinsurer, promptly following receipt of the requisite approvals of applicable Governmental Entities, shall transmit by mail to every Required Party an option letter (the “Option Letter”), together with a Notice and Certificate of Assumption, including, where required as reasonably determined by the Reinsurer, a form for rejection or acceptance, as permitted by applicable Law, and a self-addressed return envelope (the “Notice and Certificate of Assumption”). Option Letters and Notices and Certificates of Assumption shall not be sent with respect to a Reinsured Policy unless and until all requisite approvals of applicable Governmental Entities have been received with respect to such Reinsured Policy, including approval of the requisite form and rate filings. (b) Subject to the receipt of the requisite regulatory approvals and applicable Law, the Reinsurer may, at its option, in lieu of transmission of an Option Letter to a Required Party by mail, effect such transmission by electronic mail to an appropriately confirmed electronic mail address for the Required Party, or in the alternative, by any other method allowed under applicable Law. (c) The Reinsurer and the Ceding Company shall in good faith agree to modify the procedures set forth in this Section 11.3 on a state-by-state basis to the extent required to conform to any procedures for novation and assumption of Reinsured Policies imposed or required by the applicable Governmental Entity or as reasonably requested by the Reinsurer. (d) Notwithstanding anything in this Agreement to the contrary, with respect to the classes of Required Parties described on Schedule 11.3(d) or as reasonably determined by the Reinsurer, the Option Letter, to the extent permitted by applicable Law, may be accompanied by a form for rejection, and a self-addressed return envelope, and the Reinsurer shall not be required to seek affirmative consent from such Required Parties, unless required by applicable Law as reasonably determined by the Reinsurer. (e) The Ceding Company shall cooperate in any actions taken by the Reinsurer in connection with this Article XI.
Option Letter a. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices (rates) originally established in the contract. The State may exercise the option by written notice to the Local Agency in a form substantially equivalent to Exhibit C. b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices (rates) originally established in the contract and the schedule of services required, as set by the terms of this contract. The State may exercise the option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go into effect on the first day of the first month following the option letter execution date.
Option Letter. RiconPharma LLC shall have executed and tendered to Purchaser the Option Letter.
Option Letter. This is an indefinite quantity contract for the Work specified herein. The parties have estimated the quantity and total cost of the Work, but such estimates are estimates only. a) Funds are available and encumbered in the amount of the estimate. The Owner shall not perform Work, which creates a financial obligation of the State exceeding the amount of available funds specified herein. [Additionally, the Owner shall notify the State’s representative when State commitments, paid and unpaid, are within 10% of the amount of funds available]. The State is not liable beyond the amount of funds specified as available in this paragraph. b) The State may allocate more or less funds available on this contract using an Option Letter substantially equivalent to Exhibit C and bearing the approval of the State Controller or designee. The Option Letter shall not be deemed valid until it shall have been approved by the State Controller or designee.
Option Letter i. Option Letter to modify existing State Contract as listed in the executed Contract as follows: a) The State, at its discretion, shall have the option to revise the budget over 15% to correct typographical errors; add or remove lines within the budget; increase gross or annual salary of positions listed under Personnel; revisions to personnel; changes between lines of the budget that exceed 15%; and changes to negotiated indirect rates through an Option Letter. In order to exercise this option, the State shall obtain an email agreeing to the changes and follow up with written notice to Contractor in a form substantially equivalent to Exhibit E, and any new rates table or exhibit shall be effective as of the effective date of that notice unless the notice provides for a different date. b) The Option Letter shall not be allowed for changes in the Statement of Work.

Related to Option Letter

  • Option (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.