Option to Purchase Facility and Right of First Negotiation Sample Clauses

Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller) to this Agreement. GUARANTEED PROJECT MILESTONES INCLUDING COMMERCIAL OPERATIONS Time is of the Essence. Time is of the essence of this Agreement, and Seller's ability to achieve the Construction Milestones is critically important.
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Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller) to this Agreement. GUARANTEED PROJECT MILESTONES INCLUDING COMMERCIAL OPERATIONS [COMPANY TO DECIDE, following completion of irs, IF ANY GUARANTEED PROJECT MILESTONES ARE NECESSARY IN ADDITION TO THOSE LISTED IN ATTACHMENT K AND, IF SO, WHAT ARE THE CONSEQUENCES OF MISSING SUCH OTHER GUARANTEED PROJECT MILESTONES.] Time is of the Essence. Time is of the essence of this Agreement, and Seller's ability to achieve the Construction Milestones is critically important.
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Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller) to this Agreement.
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Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller) to this Agreement. CONSTRUCTION MILESTONES INCLUDING THE GUARANTEED SUBSTANTIAL COMMITMENT DATES AND THE GUARANTEED COMMERCIAL OPERATIONS DATE Time is of the Essence. Time is of the essence of this Agreement, and Seller's ability to achieve the Construction Milestones is critically important.
Sample 1
Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller) to this Agreement.‌‌ ARTICLE 13 CONSTRUCTION MILESTONES INCLUDING THE GUARANTEED SUBSTANTIAL COMMITMENT DATES AND THE GUARANTEED COMMERCIAL OPERATIONS DATE SUBSTANTIAL COMMITMENT DATES AND THE GCOD (INCLUDING WHETHER ANY REPORTING MILESTONES SHOULD BECOME GUARANTEED PROJECT MILESTONES) AND, IF SO, WHAT ARE THE CONSEQUENCES OF MISSING SUCH OTHER GUARANTEED PROJECT MILESTONES.]‌‌‌ 13.1 Time is of the Essence. Time is of the essence of this Agreement, and Seller's ability to achieve the Construction Milestones is critically important.‌
Sample 1
Option to Purchase Facility and Right of First Negotiation. Company shall have the right of first negotiation prior to the end of the Term and option to purchase the Facility at the end of the Term, as provided in Attachment P (Sale of Facility by Seller). EXECUTION VERSIONPuna Geothermal Venture ARTICLE 231
Sample 1

Related to Option to Purchase Facility and Right of First Negotiation

  • Right of First Refusal Except in the event of and after the consummation of a Purchaser Approved Offering , and except for gifts, charitable donations or sales in each case representing less than One Percent (1%) of the Company's outstanding common stock in the aggregate, no shareholder shall be permitted to dispose of any shares of the Company's common stock unless such shares shall have been offered for sale in writing first to the Company and then to the other shareholders of the Company pro rata. In the event a shareholder desires to transfer any common shares, the shareholder desiring to make such transfer (the "Transferring Shareholder") shall deliver written notice (the "Offer Notice") to the Company and to all other shareholders at least sixty (60) days prior to the proposed transfer. The Offer Notice will disclose in reasonable detail the proposed number of shares to be transferred, the proposed transferee and the proposed price, terms and conditions of the transfer. i. Upon receipt of the Offer Notice, the Company shall have the option (the "Company's Option") for a period of thirty (30) days to purchase or otherwise acquire all or part of the shares described in the Offer Notice for an aggregate amount (such aggregate amount being hereinafter referred to as the "Option Price") equal to the bona fide purchase price to be paid by the proposed purchaser as described in the Offer Notice (which amount shall be zero if the proposed transfer would take the form of a gift or other gratuitous transfer). The Company shall notify in writing all then current shareholders as to whether it will exercise, partially exercise or not exercise the Company's Option before the expiration of the Company's Option. ii. In the event that the Company does not elect to fully exercise the Company's Option within thirty (30) days after receipt of the Offer Notice, the remaining shareholders shall have the option (each a "Shareholder's Option") for a period of ten (10) days from the earlier of (i) their receipt of written notice from the Company of its decision not to exercise or to only partially exercise the Company's Option, or (ii) the expiration of the Company's Option (the "Other Shareholder Election Period"), to purchase or otherwise acquire all or part of the remaining shares which the Company does not choose to purchase pursuant to the Company's Option, in proportion to their respective ownership of shares which, for purposes of such determination, shall include without duplication all outstanding options, warrants or other rights owned by such shareholders that are convertible into shares as of the date of such notice from the Company (or the expiration of the Company's Option), for an amount equal to the applicable portion of the Option Price. Each shareholder shall notify in writing all then current shareholders as to whether such shareholder will exercise, partially exercise or not exercise the shareholder's option before the expiration of the Other Shareholder Election Period. iii. For a period of ten (10) days from the earlier of (i) the receipt by the other shareholders of a written notice from a shareholder that it does not want to exercise its option or will only partially exercise its option, or (ii) the expiration of the Other Shareholder Election Period, the other shareholders shall have the right to purchase or otherwise acquire such shareholder's portion of the shares described in the Offer Notice in proportion to their respective ownership of shares (determined as described in Section 2.c.ii. above). iv. If shares of a Transferring Shareholder remain unsold after compliance with the procedures set forth in this Section 2.c., the Company shall have the final option for ten (10) days to purchase or otherwise acquire all of the remaining shares proposed to be transferred for an amount equal to the applicable portion of the Option Price. If, however, the Company and the other shareholders do not individually or collectively elect to purchase all of the shares being offered, the Transferring Shareholder may, within thirty (30) days after the expiration of the Other Shareholder Election Period (subject to the provisions of Section 2.c.xx. xxlow), transfer all of the shares specified in the Offer Notice to the transferee identified in the notice at the price and terms stated in the Offer Notice. Any shares so transferred thereupon shall continue to be subject to this Agreement, and the transferee shall have the rights and obligations set forth in this Agreement hereunder with respect to such shares. If the Transferring Shareholder fails to consummate such transfer within the thirty-day period after the expiration of the Other Shareholder Election Period, any transfer of the shares thereafter shall again be subject to the provisions of this Section 2.c. v. Unless otherwise agreed in writing, signed by the person against whom such writing is sought to be enforced, the closing of any acquisition of common shares hereunder pursuant to the Company's Option or a Shareholder's Option shall take place within forty-five (45) days of an applicable option's exercise. If any such closing does not take place within such forty-five day period, then the shares that were to be acquired shall be offered in accordance with this Section 2.c. as though the applicable option had not been exercised. vi. Notwithstanding the foregoing provisions of this Section 2.c., the following shall apply in the event of any Involuntary Transfer of common shares. An "Involuntary Transfer" shall mean any transfer caused by the death of a shareholder, as well as any transfer, proceeding or action by, through, as a consequence of, or in which a shareholder shall be deprived or divested of any right, title or interest in or to any of the common stock of the Company, including, without limitation, any seizure under levy, attachment or execution, any transfer in connection with bankruptcy (whether pursuant to a filing of a voluntary or an involuntary petition under the United States Bankruptcy Code, or any amendments, modifications, revisions or successors statutes thereto) or other court proceeding to a debtor-in-possession, trustee in bankruptcy or receiver or other officer or agency, any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property, any transfer pursuant to a separation agreement, equitable distribution agreement or community property distribution agreement, or the entry of a final court order in a divorce proceeding from which there is no further right of appeal. In the event of any Involuntary Transfer, the Company shall give written notice to each shareholder upon the occurrence, or prospective occurrence, of such Involuntary Transfer within fifteen (15) days of the date on which the Company is notified of the occurrence or prospective occurrence of such Involuntary Transfer. The foregoing provisions of this Section 2.c. then shall apply, except (i) the Option Price shall be the value of the Company as determined by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Company, Purchaser, and the shareholder who made, or may make, the Involuntary Transfer, multiplied by the percentage of all equity interests in the Company that is then represented by the shares that are the subject of the Involuntary Transfer, such independent appraised value to take into account the earnings and book value of the Company, and (ii) the appraiser shall deliver written notice of such valuation to the Company and to all other shareholders promptly following his completion of such valuation, and such written notice shall be considered the Option Notice for purposes of this Section 2.c. The cost of the appraisal shall be shared equally by the Company and the shareholder who made, or may make, the Involuntary Transfer. At the closing of any purchase by the Company or any shareholders pursuant to this Section 2.c.xx., xhe involuntary transferee shall deliver certificates representing the common shares being purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such shares shall be conveyed free and clear of any liens, claims, options, charges, encumbrances or rights of others arising through the action or inaction of the involuntary transferee, and the involuntary transferee shall so represent and warrant. The involuntary transferee shall further represent and warrant that he is the beneficial owner of such shares. In the event the provisions of this Section 2.c.xx. xxall be held to be unenforceable with respect to any particular Involuntary Transfer of common stock, or if all of the shares subject to the Involuntary Transfer are not purchased by the Company and/or one or more shareholders, and if the involuntary transferee subsequently desires to transfer such common stock, the involuntary transferee shall be deemed to be a "Transferring Shareholder" under Section 2.c. and shall be bound by the other provisions of this Agreement.