Option of Company Sample Clauses
Option of Company. If the Manager terminates this Agreement pursuant to Section 7.4 of this Agreement but with reliance on Section 10.4(a) of the IPO Management Agreement,
(1) the Company shall have the option to require the Manager to continue to provide Technical Services to the Company at the Fair Market Fee for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels; and
(2) the omnibus agreement dated August 8, 2005 shall remain in effect and binding on the parties thereto for a two-year period from the date of termination of this Agreement.
Option of Company. The Company shall have an option for a period of ten (10) days following receipt of the Transfer Notice (the “Company Option Period”) to elect to purchase all or a portion of the Offered Shares, at the same price and subject to the same terms and conditions as described in the Transfer Notice, exercisable by written notice to the Transferor (with a copy to the Investors).
Option of Company. The Company shall have an option (but not any obligation) for a period of ten (10) days following receipt of the Investor Transfer Notice (the “Company Offer Option Period”) to elect to offer to purchase all, or any specified portion of, the Investor Offered Shares, in each case, on terms and conditions offered by the Company, including the form and amount of consideration to be paid for the applicable Investor Offered Shares and all other material terms and conditions of such offer (the “Company Offered Terms”), which option shall be exercisable by the Company with written notice to the Investor Transferor (with a copy to other Investors) specifying all of the foregoing information and any other relevant information reasonably requested by the Investor Transferor.
a. If the Company fails to notify the Investor Transferor in writing to offer to purchase all or any specified portion of the Investor Offered Shares, in each case, on the Company Offered Terms prior to the expiration of the Company Offer Option Period, it shall be deemed to have declined the option to offer to purchase the Investor Offered Shares and the Investor Transferor may elect to sell all or any specified portion of Investor Offered Shares to one or more third part(ies) on such terms and conditions to be agreed between the Investor Transferor and such third part(ies).
b. If the Company offers to purchase all (and not less than all) of the Investor Offered Shares on the Company Offered Terms, the Investor Transferor shall have the option (but not any obligation) for a period of one hundred and eighty (180) days from the expiration date of the Company Option Period (the “Company Offer Period”) to (I) accept such offer by the Company on the Company Offered Terms; or (II) decline such offer by the Company, provided that thereafter the Investor Transferor may only Transfer any or all of the Investor Offered Shares to one or more third part(ies) on terms and conditions that are in the aggregate more favorable to the Investor Transferor than the Company Offered Terms, including without limitation, for the avoidance of doubt, an aggregate purchase price not lower than that offered by the Company.
c. If the Company offers to purchase a portion (but not all) of the Investor Offered Shares on the Company Offered Terms (a “Company Partial Offer”), the Investor Transferor shall have the option (but not any obligation) during the Company Offer Period to (I) accept such offer by the Company and thereaf...
Option of Company. For 15 days following the deemed receipt of a Notice of Transfer (the "Company Option Period"), the Company shall have an irrevocable right to purchase the Offered Shares in accordance with the terms stated in the Notice of Transfer. The right may be exercised by a written notice, signed by the Company, stating that the Company desires to purchase the Offered Shares and tendering the purchase price therefor. Such notice shall be delivered to the Offering Shareholder before expiration of the Company Option Period. Failure to respond in writing within said fifteen (15) day period to the Notice of Transfer shall be deemed an irrevocable waiver by the Company of the Company's right to acquire the shares of the Offered Shares.
Option of Company. The Company shall have an option for a period of fifteen (15) days following receipt of the Transfer Notice (the “Company Exercise Period”) to elect to purchase all or any portion of the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice, by notifying the Transferor in writing before expiration of the Company Exercise Period as to the number of such Offered Shares that it wishes to purchase. Within five (5) days after the expiration of the Company Exercise Period, the Transferor shall promptly deliver written notice (the “Series E Notice”) to each Series E Preferred Holder advising them whether the Company has exercised its Rights of First Refusal with respect to all or portion of the Offered Shares and informing them regarding their rights in purchasing in the aggregate all or any part of the Offered Shares not purchased by the Company pursuant to this Section 5.2 (the “Company Unsubscribed Shares”).
Option of Company. This Debenture may be redeemed prior to maturity, at the option of the Company, at the principal corporate office of the Company, upon notice referred to below, at the face amount hereof together with accrued but unpaid interest, together with an amount equal to the interest that, but for such redemption, would have accrued and been payable through the fifth anniversary of the issuance date of this Debenture.
Option of Company. The Company shall have the right, but subject to the terms and conditions of the Credit Agreement, upon the giving of written notice during the period of 30 days following (x) the Loan Repayment Date or (y) the Company having achieved the Deleveraging Condition, to repurchase from each Holder the Call Percentage of such Holder's Warrants and the Call Percentage of the issued Warrant Shares held by such Holder for: (i) in the case of Warrants, an amount equal to the product of (x) the Call Repurchase Price in effect on the date of such notice and (y) the number of Warrant Shares represented by the Warrants on the date of such notice; and (ii) in the case of issued Warrant Shares, an amount equal to the product of (x) the Call Repurchase Price in effect on the date of such notice and (y) the number of issued Warrant Shares; provided, however, that any additional payment that may be required by the terms of Section 10(c) shall be made. In effecting all such repurchases, the Company shall repurchase Warrants and Warrant Shares and pay the aggregate Call Repurchase Price to be paid by it ratably such that each Holder sells a ratable portion of Warrants and Warrant Shares and receives a ratable portion of such aggregate Call Repurchase Price based upon the aggregate number of Warrants and Warrant Shares of all Holders (other than Warrant Shares no longer subject to this Section by virtue of Section 10(d)). Such notice of repurchase shall (i) designate the date of repurchase, which date shall be not less than 60 or more than 120 days from the date of such notice, (ii) state the Call Repurchase Price and number of Warrant Shares subject to the Warrants and/or the number of issued Warrant Shares and (iii) indicate the method by which calculations were made. On the date so designated, each Holder shall assign to the Company the Warrants and/or the number of Warrant Shares being repurchased, without any representation or warranty (other than that such Holder has good and valid title thereto free and clear of Liens, claims and restrictions of any kind), against payment therefor by wire transfer to an account in a Lender located in the United States designated by such Holder for such purpose.
Option of Company. To exercise its Right of First Refusal under this Section 10, the Company must deliver a written notice to the Transferor and the Investors within fifteen (15) days after delivery of the Transfer Notice specifying the number of Offered Shares to be purchased by the Company (the “Company Notice”). If the Company does not provide the Company Notice exercising its right of first refusal with respect to all Offered Shares, the Company must deliver a written notice to the Transferor and to each Investor to that effect no later than fifteen (15) days after the Transferor delivers the Transfer Notice to the Company. The Investors shall then have a secondary right of first refusal to purchase the Offered Shares pursuant to Section 10.2(c) below.
Option of Company. Within ten (10) days of Company's receipt of the Primary Sale Notice (the "Company Option Period"), Company may elect to purchase all but not less than all of the Offered Shares, upon the same terms and conditions set forth in the Primary Sale Notice. During the Company Option Period, Company will transmit notice of such election to the First Selling Stockholder (the "Company Option Notice"), with a copy to each of the Offeree Stockholders, specifying whether Company is accepting or rejecting the offer. If Company accepts the offer, then Company and the First Selling Stockholder will effect the sale in accordance with Article 4, and the remaining provisions of this Article 2 will not apply to such offer. If Company fails to submit a Company Option Notice within the Company Option Period, then Company will forfeit the option to purchase Shares in connection with the applicable Primary Sale Notice.
Option of Company. Transmittal of the Offer to Company by the Selling Shareholder shall constitute an offer by the Selling Shareholder to sell the Selling Shareholder’s Offered Shares to Company at the price and upon the terms set forth in the Offer. For a period of fifteen (15) days after the submission of the Offer to Company, Company shall have the option, exercisable by written notice to the Selling Shareholder (with a copy to the Significant Shareholders), to accept the Selling Shareholder’s Offer as to all or any part of the Selling Shareholder’s Offered Shares. Such notice shall state the number of Shares Company will purchase, if any, and the number of Offered Shares available to be purchased.