Put Option; Term Sample Clauses

Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Custodial Trust hereby grants to MBIA Insurance the right to cause the Custodial Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time except: (a) during any period when the Preferred Stock that has been put to the Custodial Trust pursuant to this Agreement is held by the Custodial Trust; or (b) after this Agreement has been terminated pursuant to Section 2.3. 2.3 This Agreement shall terminate upon the earliest to occur of: (a) MBIA Insurance delivers a written notice to the Custodial Trust while the Custodial Trust is holding Eligible Assets, stating that MBIA Insurance is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by MBIA Insurance shall be irrevocable); (b) MBIA Insurance fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) MBIA Insurance makes a Fixed Rate Election; (d) MBIA Insurance fails to pay Dividends on the Preferred Stock, or the fees and expenses of the Custodial Trust pursuant to the Expense Reimbursement Agreement, for a Distribution Period on the related Distribution Payment Date; (e) MBIA Insurance fails to pay the Redemption Price and such failure has not been cured within five (5) Business Days; and (f) the aggregate face amount of the Custodial Trust’s CPS Securities is less than $20,000,000;
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Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium and the Delayed Put Option Premium, if any, the Master Trust, on behalf of the Sub-Trust, hereby grants to Ambac Assurance the right to require the Master Trust, on behalf of the Sub-Trust, to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 This Agreement and the put option created hereby shall remain in effect until the earlier to occur of the following: (a) Ambac Assurance terminates this agreement by delivering a written notice to the Master Trust, on behalf of the Sub-Trust, stating that Ambac Assurance is terminating the Agreement on the next succeeding Auction Date that follows the notice by at least three (3) Business Days and indicating the Auction Date on which the termination shall become effective. Delivery of a termination notice by Ambac Assurance shall be irrevocable; and (b) Ambac Assurance fails to make payment of the Put Option Premium or the Delayed Put Option Premium, if any, and such failure has not been cured within five (5)
Put Option; Term. 2.1 In consideration of the payment of the Put Option Premium, the Trust hereby grants to FSA the right to cause the Trust to purchase the Preferred Stock on the terms set forth in this Agreement. 2.2 The put option created hereby shall remain in effect and be exercisable at any time prior to termination of this Agreement. 2.3 This Agreement shall terminate upon the earliest to occur of any of the following events: (a) FSA delivers a written notice to the Trust while the Trust is holding Eligible Assets, stating that FSA is electing not to pay the Put Option Premium for the next succeeding Distribution Period that follows the notice by at least three (3) Business Days and indicating the Distribution Payment Date on which the termination shall become effective (delivery of such a termination notice by FSA shall be irrevocable); (b) FSA fails to pay the Put Option Premium or the Delayed Put Option Premium, if any, for a Distribution Period on the related Distribution Payment Date, and such failure has not been cured within five (5) Business Days; (c) FSA exercises the put option; (d) the aggregate face amount of the Trust’s CPS Securities is less than $20,000,000;
Put Option; Term. (a) Subject to paragraph (b) below, the Put Option may be exercised by RMUSA at any time during the period commencing on the expiration of three (3) years from the Contribution Date and expiring twenty-five (25) years from the Contribution Date. The foregoing notwithstanding, in the event Cemex or any of its Affiliates receives a bona fide third party offer to acquire any or all of its Membership Interest or any interest therein (other than a Permitted Transfer), including any transaction that constitutes a Transfer under Section 9.1(b) or (c) hereof, which results in Cemex or an Affiliate thereof giving an Offer Notice as contemplated in Section 9.3 prior to the third (3rd) anniversary of the Contribution Date, the Put Option shall become exercisable immediately and shall remain exercisable, subject to paragraph (b) below, until (i) the proposed Transfer is consummated, or (ii) the proposed Transfer is abandoned by Cemex or its Affiliates or the proposed purchaser (unless such event occurs on or following the date which is the third (3rd) anniversary of the Contribution Date, in which case the Put Option shall remain exercisable subject to the other terms and conditions of this LLC Agreement). (b) Notwithstanding anything in this LLC Agreement to the contrary, (i) in the event either RMUSA delivers an Offer Acceptance Notice or a Tag Along Notice with respect to a proposed Transfer by Cemex or any of its Affiliates in accordance with Section 9.3 or 9.4, as the case may be, or RMUSA fails to deliver a Notice pursuant to Section 9.6.2 during any Offer Option Period with respect to a Transfer Notice concerning a Transfer by Cemex or any of its Affiliates of all of the Membership Interests in the Company held by Cemex and its Affiliates, then RMUSA's right to exercise the Put Option shall be suspended as of the date of such Offer Acceptance Notice or Tag Along Notice, or at the end of such Option Offer Period, as the case may be, and either (x) the Put Option shall terminate and be of no further effect (1) upon the consummation of the purchase by RMUSA of all of the Membership Interest of Cemex and its Affiliates in the Company pursuant to Section 9.3, whereupon neither Cemex nor any of its Affiliates remain as Members of the Company, or (2) upon the consummation of the sale by RMUSA (or its Affiliates) of all of the Membership Interest of RMUSA (or its Affiliates, as the case may be) in the Company pursuant to Section 9.4, whereupon neither RMUSA nor any of ...
Put Option; Term. The Authorized Shareholder may deliver to ANI in accordance with Section 8.02 a notice of exercise of the Put Option (the "PUT EXERCISE NOTICE") no earlier than the second anniversary and no later than the fifth anniversary of the date hereof. In the event that the Authorized Shareholder has not delivered a Put Exercise Notice to ANI by the fifth anniversary of the date hereof, the Put Option shall expire.
Put Option; Term. The Put Options shall expire, without further consideration payable to or by any party, at 11:59 p.m., Singapore time, on 31 January 2006 unless validly exercised prior to that date and time, in which event the exercised Put Option shall continue until either the Closing or the termination of the relevant Put Option as provided herein ("Put Option Term").
Put Option; Term. 2.1 In consideration for the parties' entering into the Asset Swap Arrangement and other good and valuable consideration the receipt of which is hereby acknowledged, the Counterparty hereby grants to the Option Holder the right to require the Counterparty to purchase any or all of the Assets Drawn by the Option Holder on the terms set forth in this Agreement. Such right is referred to herein as the "Put Option." 2.2 This Agreement shall become effective on the Closing Date and shall remain in effect until the later of (i) the Final Termination Date and (ii) the date on which all of the obligations of the parties to the Asset Swap Arrangement have been satisfied.
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Put Option; Term. The term of the Put Option shall commence on the date of this Agreement and remain in effect until all commitments to lend under the Loan Agreement have been terminated, the Obligations have been indefeasibly paid in full in cash and all Letters of Credit have expired.
Put Option; Term 

Related to Put Option; Term

  • Option Term This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

  • Option Period Pursuant to the Contract, the following are the Adjustment Factors for the term ending October 20, 2023: Date Index 1 August 2019 11311.06 3 October 2019 11326.12 6 January 2020 11392.41 7 February 2020 11396.01 8 March 2020 11396.97 9 April 2020 11412.67 10 May 2020 11418.16 11 June 2020 11436.23 12 July 2020 11439.11 Date Index 1 August 2021 12463.13 2 September 2021 12464.55 3 October 2021 12464.94 4 November 2021 12467.32 5 December 2021 12481.82 6 January 2022 12555.55 7 February 2022 12683.97 8 March 2022 12791.43 9 April 2022 12898.96 10 May 2022 13004.47 11 June 2022 13110.50 12 July 2022 13167.84 Adjustment: Third Year Index Average = 12712.8733 = 1.1168 Base Year Index Average 11383.5283 WA−DC−GC03−100120−SWC Original Adjustment Factor x Adjustment = Adjustment Factor through 10/20/23 Normal Working Hours – Prevailing Wage 1.0378 1.1168 1.1590 Other Than Normal Working Hours – Prevailing Wage 1.0638 1.1168 1.1881 Normal Working Hours – Non−Prevailing Wage 1.0357 1.1168 1.1567 Other Than Normal Working Hours – Non− Prevailing Wage 1.0605 1.1168 1.1844 Non Pre−Priced 1.1627 1.0000 1.1627

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

  • Subscription Term The transfer of Software Subscription(s) to Cloud Access does not change the start date or the duration of the original Software Subscription(s) and once your Software Subscription expires, your access to the Software Subscription in the Vendor’s Cloud will cease, unless otherwise renewed. You may renew your Software Subscription with Red Hat directly or an authorized partner.

  • Renewal Option This Contract may be renewed under the same terms and conditions, subject to the approval of the Commissioner of the Department of Administration and the State Budget Director in compliance with IC § 5-22-17-4. The term of the renewed contract may not be longer than the term of the original Contract.

  • Termination Option Event The term “

  • Termination Option Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.

  • Term and Renewal Options The term of service is 24 months (Initial Term). Following the expiration of the Initial Term, service under this option will continue on a month-to-month basis subject to the terms and conditions, including rates and discounts set forth under this option (Extension Term). The Company or the Customer may elect to forego the Extension Term by providing the other party written notice at least 60 days prior to the expiration of the Initial Term. Either party may terminate service during the Extension Term by providing the other party at least 60 days prior written notice. Term shall mean the Initial Term and the Extension Term.

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

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