Purchase Option Notice Sample Clauses

Purchase Option Notice. See §21(b). Purchase Option Period. See §21(b).
Sample 1
AutoNDA by SimpleDocs
Purchase Option Notice. On or before the later to occur of (i) forty-five (45) calendar days following receipt of the appraisal set forth above, or (ii) one hundred twenty (120) calendar days following the date of the Transfer, the Company may, with the prior written consent of the Manager (in the sole and absolute discretion of the Manager), elect to purchase all (but not less than all) of the remaining Transfer Interest by delivering written notice of such election to the Involuntary Transferor. If the Company does not so elect to purchase the entire Transfer Interest, then the Company shall deliver a written notice to each of the Non-Transferring Member(s) of their pro rata right to purchase the Transfer Interest. Within thirty (30) calendar days of receiving such notice, each Non-Transferring Member shall deliver to the Company a written notice (the “Purchase Option Notice”) specifying the maximum amount of the Transfer Interest that the Non-Transferring Member desires to purchase. Each Non-Transferring Member is entitled to purchase (at a minimum) that Non-Transferring Member’s pro rata share of the Transfer Interest, in the same proportion that the Non-Transferring Member’s Percentage Interest bears to the aggregate Percentage Interests of all Non-Transferring Member(s) electing to so purchase. The Manager may use any reasonable method to allow the Transfer Interest to be as fully purchased by the Non-Transferring Member(s) as possible, and if the entire Transfer Interest is not fully purchased, then the Company may purchase all (but not less than all) of the balance of the Transfer Interest. The failure of a Non-Transferring Member to submit a written notice to the Manager within the thirty (30) calendar day period described above constitutes an election by the Non-Transferring Member not to purchase any of the Transfer Interest. The delivery by each Non-Transferring Member and/or if applicable the Company (collectively, the “Purchase Option Buyers”) of a Purchase Option Notice to the Involuntary Transferor creates an irrevocable, binding contract between such Purchase Option Buyer and the Involuntary Transferor for the purchase and sale of the Transfer Interest. The aggregate amount to be paid for the Transfer Interest (the “Purchase Option Price”) shall be the Fair Market Value.
Sample 1
Purchase Option Notice. Any Purchase Option Notice shall include the following:
Sample 1
Purchase Option Notice. See §21(b). Purchase Option Period. See §21(b). Purchase Option Price. See §21(e)(i). Purchase Period. The period commencing on the Effective Date and ending at 2:00 p.m. (Chicago, Illinois time) on the 60th day thereafter; provided that if following the purchase on the Initial Purchase Date the Borrower commences a Tender Offer for Preferred Stock, the Purchase Period shall be extended for a period of 30 additional days.
Sample 1
Purchase Option Notice. Any Purchase Option Notice shall include the following: (i) a statement that the entire Diamond Class A Member Interest is to be purchased; (ii) a statement listing the Electing Purchasers and specifying the amount of the Diamond Class A Member Interest that each such Electing Purchaser has agreed to purchase; and (iii) a statement specifying the date on which the closing of the purchase and sale of the Diamond Class A Member Interest shall occur (the "PURCHASE DATE"), which Purchase Date shall not be less than ten Business Days nor more than ninety days after the date on which the Purchase Option Notice was given; provided, however, that prior to the Extension Period Commencement Date and so long as any Notes or New Notes are Outstanding, if an Asset Remedy Notice or Liquidation Notice has been delivered pursuant to this Diamond LLC Agreement or a Specified Equity Event has occurred, in each case prior to the delivery of such Purchase Option Notice, then the Purchase Date shall not be later than (A) in the case of an Asset Remedy Notice or Liquidation Notice, the applicable Asset Remedy Standstill Expiration Date or (B) in the case of a Specified Equity Event, the earlier to occur of the Special Management Replacement Date or the date on which an Asset Remedy Notice becomes effective in accordance with Section 11.3(a), as applicable; and Diamond LLC Agreement (iv) a statement specifying the Diamond Purchase Price to be paid on the Purchase Date and showing the calculation thereof in reasonable detail.
Sample 1
Purchase Option Notice. If any Standard -------------------- ---------------------- Fire Shareholder wishes to Transfer any of its Standard Fire Shares other than (i) to an Affiliate of Standard Fire, or (ii) pursuant to section 2.3, it shall -- first give to the Company a notice (the "Purchase Option Notice") referencing this Agreement and indicating the number of Standard Fire Shares it wishes to sell (the "Offered Shares") and the price (the "Offer Price") at or above which it wishes to sell such Shares.
Sample 1
Purchase Option Notice. During the Option Exercise Period, if the AF Investor, acting in its sole discretion, desires to exercise the AF Purchase Option, the AF Investor shall provide written notice to the other Partners of the AF Investor’s intention to exercise the AF Purchase Option and specifically for it and its Affiliates to purchase all of the Non-AF Interests from the Non-AF Holders for an aggregate purchase price equal to the Purchase Option Fair Market Value determined in accordance with Section 10.1(c) (the “AF Purchase Option Notice”). The AF Purchase Option Notice shall be unconditional (subject to the terms of this Section 10.1) and irrevocable.
Sample 1
AutoNDA by SimpleDocs

Related to Purchase Option Notice

  • Substitute Purchase Option In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.

  • Representatives Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 500,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $8.80, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request.

  • Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or their designees) on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of ______ units ("Representative's Units") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of $____ (___% of the exercise price of the Warrants included in the Units sold to the public). The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative's Unit of $___, which is equal to _________ (___%) of the initial public offering price of a Unit. The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Public Securities and the Representative's Securities are hereinafter referred to collectively as the "Securities." The Representative understands and agrees that there are significant restrictions against transferring the Representative's Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative's Purchase Option.

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

  • Purchase Options Neither the Property nor any part thereof is subject to any purchase options or other similar rights in favor of third parties.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Conversion Option When an employee terminates, Dependent Life Insurance on a spouse may be converted to an individual policy which may be obtained without evidence of insurability and providing coverage for the same amount for which the spouse was insured as a dependent prior to termination. The premium of such policy shall be at the current rates of the insuring company. Application for the converted policy must be made within thirty-one (31) days of the date of termination of insurance.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!