OPTION TO PURCHASE ASSETS Sample Clauses

OPTION TO PURCHASE ASSETS. 丙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本协议第1.8条所述的价格，随时一次或多次从丙方购买或指定一人或多人(各称为“被指定人”)从丙方购买其届时所拥有的全部或部分资产的一项不可撤销的专有权(“资产购买权”)。除甲方和被指定人外，任何第三人均不得享有资产购买权或其有关的权利（丙方日常经营活动中产生的该等权利除外）。 Party C hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the assets then owned by Party C once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.8 herein (such right being the “Asset Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Asset Purchase Option or other rights with respect to the assets of Party C (other than in the ordinary course of business of Party C).

OPTION TO PURCHASE ASSETS. 1.1 In consideration of Buyer entering into the TBA with Seller upon the terms and conditions set forth therein, Seller hereby grants to Buyer an exclusive, irrevocable option (the "Option") to purchase the assets, real, personal and mixed, tangible and intangible, owned and held by Seller, including the real property set forth in Exhibit 1 (the "Real Property") to be acquired by Seller, that are used in the conduct of the business and operations of the Station (the "Station Assets"), free and clear of all material debts, liens, encumbrances or other liabili ties, subject to the terms and conditions set forth herein. 1.2 The Option granted hereunder shall be exercisable at any time from June 24, 2001 through and including September 30, 2001; provided, how ever, that upon a Lotus Material Adverse Event pursuant to the terms of the

OPTION TO PURCHASE ASSETS. 1.1 In consideration of Buyer entering into the TBA with Seller upon the terms and conditions set forth therein, Seller hereby grants to Buyer an exclusive, irrevocable option (the "Option") to purchase the assets, real, personal and mixed, tangible and intangible, owned and held by Seller that are used in the conduct of the business and operations of the Station (the "Station Assets"), free and clear of all material debts, liens, encumbrances or other liabilities, subject to the terms and conditions set forth herein. 1.2 The Option granted hereunder may be exercised at any time from September 1 - 30, 2000; December 1 - 31, 2000; March 1 - 31, 2001; June 1 - 30, 2001; September 1 - 30, 2001; December 1 - 31, 2001; March 1 - 31, 2002; June 1 - 30, 2002; September 1 - 30, 2002; and December 1 - 31, 2002. 1.3 In the event that Buyer wishes to exercise the Option, Buyer shall give written notice (the date of such notice being referred to as the "Exercise Date") to Seller and the giving of such notice shall be deemed to exercise the Option. In the event that the Option is exercised, the parties shall, within ten (10) days of the Exercise Date, execute an Asset Purchase Agreement (the "Purchase Agreement") in substantially the form attached hereto as Exhibit A, it being understood that (i) the asset purchase price shall be as set forth in Section 1.4 of this Agreement and (ii) the only changes to such form shall be changes, if any, in the information contained in the schedules thereto and the addition, if any, of schedules thereto that are reasonably required to reflect events occurring after the date hereof; PROVIDED, HOWEVER, that Buyer shall not be required to accept any such change that could reasonably be expected to cause a materially adverse change in, or have a materially adverse effect on, the assets to be conveyed to Buyer pursuant to the Purchase Agreement or the ability of Seller to consummate the transactions contemplated by the Purchase Agreement, and thereafter Buyer and Seller shall perform their respective obligations under the Purchase Agreement, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC licenses for the Station from Seller to Buyer. Notwithstanding anything contained in this Agreement to the contrary, Buyer may withdraw its notice of exercise of its Option at any time prior to its execution of the Purchase Agreement; PROVIDED, however, that the Option will then...

OPTION TO PURCHASE ASSETS. Subject to the satisfaction or waiver of the conditions set forth in Article V hereof, the Company hereby grants to Optionee the option to purchase substantially all of the Assets (the "Option") during the Option Period (as defined in Section 1.2 of this Agreement), as the same may be extended pursuant to the terms hereof, or such later date as the Parties shall mutually agree upon. The date on which the Option becomes effective is referred to herein as the "Option Effective Date."

OPTION TO PURCHASE ASSETS. 3.1. On the terms and subject to the conditions of this Agreement, and for the consideration of CSI loaning funds pursuant to Article 2, above, STI hereby grants to CSI an option (the “Option”) to purchase the Assets (as defined in paragraph 3.1.1, below) on the terms set forth below: 3.1.1.) Upon exercise of the Option, STI sells, assigns, transfers and conveys to CSI, free and clear of any and all liens, claims, pledges, encumbrances, mortgages, security interests and charges of any kind (collectively, “Liens”) other than as specifically set forth herein, all of STI’s right, title and interest in and to the following assets (collectively, the “Assets”).

OPTION TO PURCHASE ASSETS. Party C hereby grants to Party A an irrevocable and exclusive right to purchase, pursuant to which Party A may, within the scope permitted by Chinese laws and regulations, purchase any part or all of Party C’s assets from Party C at any time at Party A’s discretion and in accordance with the steps determined by Party A, at the lowest price permitted by Chinese law. At that time, Party A or the designated Party and Party C will sign a separate asset transfer contract to stipulate the terms and conditions of the asset transfer.

OPTION TO PURCHASE ASSETS. Upon liquidation proceedings as per Article 9.4, any Party may purchase all or part of those assets at a purchase price equal to their fair market value, as determined by the Parties by agreement (or by an independent valuation expert selected by the Board, if no written agreement is reached within 30 days). Such price may be paid by way of offset against any amount that may be owed by the Company to the purchasing Party.

OPTION TO PURCHASE ASSETS. The Company, for and in consideration of the promises and conditions contained herein, hereby agrees to grant to ▇▇▇▇▇▇▇ an option to purchase all issued and outstanding shares of common stock of H-Hybrid Technologies, Inc., a wholly-owned subsidiary of Company. The option to purchase shall be for a period of five years from the date of this Agreement. ▇▇▇▇▇▇▇ may exercise the option and purchase all issued and outstanding shares of common stock of H-Hybrid Technologies, Inc. for the total sum of $10 and other good and valuable consideration by providing written notice to the Company of his intention to exercise the option and by tendering the agreed-upon consideration to the Company.

OPTION TO PURCHASE ASSETS a. If Parent or Company becomes subject to a Purchase Event, Company agrees to give to E*TRADE prompt notice upon learning of the occurrence of any Purchase Event, or, if no such notice is given, E*TRADE may provide notice to Company of a Purchase Event (the “Event Notice”). For a period of ninety (90) days after the date of the Event Notice, E*TRADE shall have the right, but not the obligation, to purchase from the Company, and the Company shall upon the exercise of such right be obligated to sell to E*TRADE, at the purchase price and on the terms set forth in this Agreement, the Assets. b. E*TRADE may exercise its right to purchase such Assets by giving notice to the Company stating that it will purchase the Assets. c. If E*TRADE fails to exercise the Option to Purchase, within such forty-five (45) day period (or, having exercised such right, fail to settle in a timely manner), the Company, may retain the Assets and such Assets shall remain subject to this Agreement, provided that if E*TRADE fails to exercise its Option to Purchase within such period with respect to a Purchase Event set forth 1(g)(ii) or 1(g)(iii), then its right to exercise with respect to solely the applicable Purchase Event shall be deemed waived. d. The purchase price for the Assets purchased pursuant to this Section 4 shall be the price set forth on Exhibit A, which shall be the value of such assets on the Company or Parent’s balance sheet immediately prior to the Closing Date (as defined below), as applicable, determined in accordance with GAAP, consistently applied (“Purchase Price Balance Sheet”). Ten (10) days prior to the Closing Date, the Company will provide to E*TRADE the Purchase Price Balance Sheet with the Company’s proposed purchase price. Within five (5) days of receipt of the Purchase Price Balance Sheet, E*TRADE will propose to the Company in writing any changes to such Purchase Price Balance Sheet (and in the event no such changes are proposed in writing to the Company within such time period, E*TRADE will be deemed to have agreed to, and accepted, the Purchase Price Balance Sheet). E*TRADE and the Company will endeavor in good faith to resolve any differences with respect to the Purchase Price Balance Sheet within three days of receipt of E*TRADE’s proposed change. If E*TRADE notifies the Company of any proposed changes to purchase price, and E*TRADE and the Company have acted in good faith to resolve any differences with respect to items on the Purchase Price Balan...