Retention Option Sample Clauses

Retention Option. Landlord has the right (the "RETENTION OPTION"), but not the obligation, exercisable in its sole and absolute discretion, at any time there is no Bona Fide Offer in effect, to elect by express written notice to Tenant (the "RETENTION NOTICE"), to terminate its obligation to use commercially reasonable efforts to sell one or more of the Disposition Facilities pursuant to this Section 27 and to retain ownership of such Disposition Facility. This Master Lease shall terminate as to such Disposition Facility on the date chosen by Landlord, which shall be the sixtieth (60th) day after such Retention Notice (or such earlier date as Landlord may designate and which shall be subject to change from time to time upon notice by Landlord provided that termination of the Master Lease occurs on or before such sixtieth (60th) day). Upon such termination date, (a) the Landlord's Investment shall be reduced by an amount equal to the Target Purchase Price, and (b) Minimum Rent shall be recalculated and reset in accordance with Section 2.2(b) based upon the reduction of the Landlord's Investment in accordance with the immediately preceding clause (a). The Retention Option is not intended to require termination of the Master Lease in the event Landlord does not receive any offer to sell the Disposition Facility for an amount equal to a greater than its applicable Minimum Purchase Price by a Bona Fide Offer prior to the expiration of the Marketing Period, in which event Landlord may retain such Disposition Facility and the Master Lease shall remain in full force and effect with respect to such Disposition Faculty without modification of the Landlord's Investment or the Minimum Rent. At the request of Landlord, Tenant shall operate the applicable Disposition Facility after the termination of this Master Lease following the exercise of the Retention Option for a management fee equal to five percent (5%) of the gross revenues from such Disposition Facility and otherwise in accordance with a management agreement on market terms reasonably acceptable to both Landlord and Tenant. The term of such management agreement shall be one (1) year, and shall automatically renew for successive one (1) year periods unless either party provides written notice of termination at least thirty (30) days prior to the expiration of the then current term. Landlord may terminate any such management agreement upon ten (10) days prior notice to Tenant in connection with the sale or lease of such Dispositi...
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Retention Option. As soon as administratively practicable after the Closing, you shall be granted a stock option award under the Company’s 2021 Omnibus Incentive Plan (“Equity Plan”), subject to the approval of the board of directors of the Company (which approval the Company shall recommend), with a grant date fair value of $112,500. The Retention Option will become vested and exercisable in two equal installments on the first day of the seventh month after the Closing and the first anniversary of the Closing, provided that you remain in continuous service with the Company as its Chief Financial Officer through each such date under the Consulting Agreement between the Company and Xxxxxxxx Advisors, LLC dated September 27, 2019, as subsequently amended (the “Consulting Agreement”). Any unvested portion of the Retention Option shall also become vested and exercisable if your service to the Company is terminated by the Company before the first anniversary of the Closing for any reason other than “Cause” (as defined in the Consulting Agreement). The Retention Option grant will be subject to the terms of the Equity Plan and the option award agreement thereunder, which will include other standard terms and conditions not inconsistent with the foregoing, and which, in all events, will govern and control the Retention Option award.
Sample 1
Retention Option. The Company shall grant to Executive on the Execution Date a stock option to purchase 20,000 shares of common stock of the Company (the “Retention Option”) under the Amended and Restated Xenetic Biosciences, Inc. Equity Incentive Plan, as amended from time to time (the “Plan”) at an exercise price equal to the fair market value of the Company’s common stock on the grant date (i.e., the Execution Date). The Retention Option shall vest one-fourth on the grant date, one-fourth upon the first anniversary of the Execution Date, one-fourth upon the second anniversary of the Execution Date and one-fourth upon the third anniversary of the Execution Date, provided the Executive remains employed with the Company on the applicable vesting date. The Retention Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan, and, except as otherwise set forth herein, the Company’s standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan. Executive agrees that he will not loan or pledge any securities of the Company owned by him or which he may accrue in the future through Stock Options or other equity awards as collateral for any indebtedness.”
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Retention Option. 2.11 SAP..................................................................3.6 Section 363/365 Hearing..............................................5.4 Securities...........................................................2.9 Seller..........................................................
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Retention Option. Notwithstanding anything to the contrary contained in Section 27, Tenant shall have the option ("Retention Option") to retain the Twelfth Floor Space as part of the Premises during Months 37 through 72 of the Term, as follows: A. To exercise the Retention Option, Tenant shall give Landlord written notice of exercise on or before the last day of Month 24 of the Term. Within fifteen (15) days thereafter, Landlord shall give written notice to Tenant of Landlord's initial estimate of the Market Rate for the Twelfth Floor Space. Tenant's notice of exercise and Xxxxxxxx's initial estimate of the Market Rate shall be binding and conclusive unless Tenant gives Landlord written notice on or before the last day of Month 25 of the Term either (1) withdrawing Tenant's notice of exercise, or (2) confirming Tenant's notice of exercise but objecting to Landlord's initial estimate of the Market Rate. Tenant may only exercise the Retention Option as to all of the Twelfth Floor Space. B. If Tenant exercises the Retention Option, the Twelfth Floor Space shall be retained as part of the Premises for Months 37 through 72 of the Term on all of the terms and conditions of this Lease, except that: (1) In addition to Base Rent for the Fourteenth Floor Space, Tenant shall pay Base Rent for the Twelfth Floor Space at a rate equal to the greater of: (a) ninety percent (90%) of the Market Rate for such space (as defined and determined under Section 31 if Tenant timely objects to Landlord's initial estimate of the Market Rate), or (b) an annual rate of $8.50 per rentable square foot. (2) Tenant's Proportionate Share of Operating Costs and Operating Cost Rent shall be adjusted appropriately based on 29,903 rentable square feet, and Operating Cost Rent shall thereafter be payable on the Fourteenth Floor Space and the Twelfth Floor Space as provided in this Lease. (3) The Twelfth Floor Space shall be provided in an "as is" condition, with no obligation for Landlord to do or pay for any work or plans.
Sample 1
Retention Option. Notwithstanding anything in Section 2 to the contrary, Tenant shall have the option to retain Suite 820N as part of the Premises (“Retention Option”). Tenant may exercise the Retention Option by providing written notice (“Retention Notice”) on or before September 30, 2025 (“Notice Deadline”) of Tenant’s election to maintain possession of Suite 820N past the Surrender Date. Should Tenant fail to provide the Retention Notice to Landlord on or before the Notice Deadline, the Retention Option shall be null and void and of no further force or effect and, subject to Sections 11 and 12 below, Tenant shall have no rights relating to Suite 820N after the Surrender Date. Should Tenant deliver the Retention Notice to Landlord on or before the Notice Deadline, then, as of the date of the Retention Notice, the definitions of “Surrendered Premises” and “Remaining Premises” shall automatically be amended so that Suite 820N shall no longer be part of the Surrendered Premises and instead shall be part of the Remaining Premises, Sections 8(a) and 8(b) above shall automatically be amended to increase the Monthly Base Rental by $45,911.70 and Annual Base Rental by $550,940.40, and Tenant shall be entitled to the Suite 820N Allowance (as defined in Section 15(a)(v) below).
Sample 1
Retention Option. Tenant shall not be responsible for any payments pursuant to Section 7.1 in excess of $5,000,000 (aggregated against all Terminating Leased Properties) unless Lessor (or a potential purchaser or lessee from Lessor), for any Terminating Leased Property that would cause such payments to exceed $5,000,000, first delivers to Tenant an estimate of the Compliance Costs for such Terminating Leased Property and Tenant fails to notify (a “Retention Notice”) Lessor within 10 business days thereafter that it has elected to remove such Terminating Leased Property from the set of Terminating Leased Property. If Tenant timely delivers a Retention Notice for a Terminating Leased Property, then such Terminating Leased Property shall cease to be a Terminating Leased Property and, notwithstanding anything to the contrary herein, shall remain leased under its applicable Master Lease in accordance with the terms thereof.
Sample 1
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Retention Option 
Sample 1

Related to Retention Option

  • 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.

  • 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.

  • Early Termination Option Provided that there is no Event of Default as of the date that Tenant delivers the Early Termination Notice and on the Early Termination Date (each, as hereinafter defined), Tenant shall have a one-time option to terminate this Lease (“Termination Option”) effective as of the last day of the sixty-ninth (69th) month of the Term (“Early Termination Date”), subject to and upon the following terms and conditions: (a) Tenant shall give Landlord prior written notice (“Early Termination Notice”) of its intention to exercise the Termination Option not less than 365 days prior to the Early Termination Date (“Termination Notice Date”). If such Termination Option is validly exercised, the Lease shall terminate as of the Early Termination Date. If Tenant fails to deliver the Early Termination Notice to Landlord within the time period prescribed by this paragraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (b) At the time of giving the Early Termination Notice, as consideration for its exercise of the Termination Option, Tenant shall pay to Landlord a fee (the “Early Termination Fee”) in an amount equal to the unamortized portion of the following costs (“Costs”): (i) all costs incurred by Landlord in connection with the construction of the Tenant Improvements (including, but not limited to, all hard and soft costs, including architects’, engineers’ and other design professionals’ fees); (ii) all commissions paid by Landlord to Landlord’s Broker and the Tenant’s Broker; and (iii) all other costs incurred by Landlord in connection with this Lease, including, but not limited to, legal fees and expenses and permitting fees and expenses. For purposes of this Section, the Costs shall be amortized over the initial Term of the Lease at an interest rate of nine percent (9%) per annum. Following the Commencement Date, within thirty (30) days following Tenant’s request, Landlord shall provide Tenant with a calculation of the Costs and an amortization schedule of same. (c) The Early Termination Fee shall be paid by Tenant to Landlord via certified check or by wire transfer of immediately available funds to an account designated by Landlord at the time that Tenant delivers the Early Termination Notice as prescribed herein. If Tenant delivers the Early Termination Notice but fails to deliver the Early Termination Fee as prescribed hereby, then the Early Termination Notice shall be null and void and Tenant shall be deemed to have irrevocably waived the Termination Option and the Termination Option shall be null and void. (d) Notwithstanding Tenant’s delivery of the Early Termination Notice and payment of the Early Termination Fee, Tenant shall continue to pay all Rent through the Early Termination Date. Tenant acknowledges that the Early Termination Fee is consideration for Tenant’s exercise of the Termination Option and, therefore, shall not be credited against Rent due through the Early Termination Date. (e) If Tenant validly exercises its Termination Option: (i) on or prior to the Early Termination Date, Tenant shall surrender possession of the Premises in the condition required by the terms of this Lease; and (ii) the Lease shall terminate as of the Early Termination Date, as if such Early Termination Date were the date originally stipulated for the expiration of the Term; provided, however, that nothing herein shall relieve either Landlord or Tenant of any obligations of such party which accrued hereunder prior to the Early Termination Date and that survive the termination or expiration of the Lease.

  • Lessor Termination Option If a Hazardous Substance Condition occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds twelve (12) times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date sixty (60) days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within ten (10) days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to twelve (12) times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.

  • Expansion Option The Borrower may from time to time elect to increase the Revolving Credit Commitments in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

  • Termination Option Event The term “

  • Option (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • 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.

  • Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company (or any Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate) and you, the Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason.

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