Purchase Option Exercise Notice Sample Clauses

Purchase Option Exercise Notice. The price of any Management Redeemable Units subject to purchase hereunder (the “Purchase Price”) will be determined by agreement of the parties provided that if the parties do not agree on such price within fifteen (15) days after the date of the Purchase Option Exercise Notice, the Purchase Price will be determined by a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) days, the Board of Managers (excluding the Executive) will apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Pri...
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Purchase Option Exercise Notice. If Tenant desires to exercise the Purchase Option, Tenant shall deliver to Landlord thirty (30) days prior written notice ("Purchase Option Exercise Notice") of Tenant's election. If Tenant does not exercise the Termination Option as provided in Section 17.2 below it shall be deemed to have exercised the Purchase Option.
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Purchase Option Exercise Notice. If Tenant desires to exercise the Purchase Option, Tenant shall deliver to Landlord a written notice ("Purchase Option Exercise Notice") of Tenant's election; provided, however, that in the event of an
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Purchase Option Exercise Notice. If Tenant desires to exercise ------------------------------- the Purchase Option, Tenant shall deliver to Landlord thirty (30) days prior written notice ("Purchase Option Exercise Notice") of
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Purchase Option Exercise Notice. “Purchase Option Exercise Notice” shall have the meaning set forth in Section 20.1(b) of the Lease.
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Related to Purchase Option Exercise Notice

  • Purchase Option Provided that no Event of Default, and no event which with lapse of time or giving of notice or both would become an Event of Default, has occurred, Lessee may elect, by giving Lessor not less than one hundred eighty (180) days but not more than two hundred forty (240) days prior written notice (which notice shall be irrevocable without Lessor’s written consent), to purchase all, but not less than all, Equipment (the “Purchased Equipment”) as of the last day of the Base Term. In the event Lessee elects to purchase the Purchased Equipment from Lessor, it shall pay to Lessor on the date of expiration of the Base Term an amount equal to Twenty Four and Fifteen One-Hundredths Percent (24.15%) of the Lessor’s Cost set forth on the Schedule together with all other amounts due under such Schedule with respect to the Purchased Equipment plus applicable Taxes and other amounts due or payable with respect to such sale. All Purchased Equipment shall be sold to Lessee on an AS IS, WHERE IS BASIS, without recourse or warranty (except that Lessor has whatever title (if any) to the Equipment that was conveyed to it by the Vendor free of any security interest arising solely by reason of a claim against Lessor that Lessee is not responsible to remove pursuant to this Lease). Lessor and Lessee agree that the percentage multiplied by Lessor’s Cost in this Section 5.2 is a reasonable estimate of the fair market value of the Equipment at the end of the Base Term. Notwithstanding anything to the contrary herein, Lessee hereby agrees that: (a) Lessee’s exercise of its Purchase Option with respect to Equipment leased pursuant to one Schedule shall be automatically deemed to be an election of its option to purchase all Equipment leased under all other Schedules to this Master Lease at the end of the Base Term of such Schedules in accordance with the terms thereof (which notice shall be irrevocable without Lessor’s written consent); and (b) if Lessee elects not to exercise its Purchase Option right with respect to any Schedule, it shall be deemed to have waived its rights to exercise its option to purchase all Equipment leased under all other Schedules to this Master Lease.

  • Delivery of Warrant Shares Upon Exercise The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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