SFE Option Sample Clauses

SFE Option. (a) At any time at which the Market Price (as defined below) of a share of SFE Common Stock is equal to or greater than the per share exercise price under the SFE Option and WVM is not in default hereunder or under any of the Related Documents, WVM shall have the right to give notice to SFE of his intent, subject to Bonxxxxx'x xxking the loan described below, to exercise all but not less than all of the SFE Option (a "Conditional Exercise," and the shares issuable on exercise being called the "Exercise Shares"), which notice shall specify the amount not to exceed the aggregate exercise price of the Exercise Shares (the "Option Price"), which WVM wishes to borrow from Bonxxxxx xxrsuant to the Option Note to pay such Option Price for such Conditional Exercise. On receipt of a notice of Conditional Exercise, Safeguard shall use its commercially reasonable efforts to obtain all consents and waivers, if any, which are required under any loan agreements, other financing arrangements, contracts or otherwise to permit Bonxxxxx xx make loans under the Option Note without committing a default or event which, with the passage of time or giving of notice or both would constitute a default under any such agreement, arrangement, contract or otherwise (collectively, the "Option Loan Consents"). Subject to and upon receipt of the Option Loan Consents, Bonxxxxx xxall loan to WVM an amount equal to the Option Price (the "Option Loan"), pursuant to, and to be evidenced by, the Option Note, which Note shall be in the maximum aggregate principal amount of the Option Price, shall be secured by all of the Collateral, and shall be in the form of Exhibit A-2 hereto. In the event the Option Loan Consents cannot be obtained within thirty (30) days of SFE's receipt of the Notice of Conditional Exercise, the Conditional Notice shall be deemed null and void and neither SFE nor Bonxxxxx xxall have further obligation in respect of such Conditional Exercise. The Option Loan shall be paid by Bonxxxxx xxrectly to SFE (with WVM paying simultaneously in cash any portion of the Exercise Price he elects to pay in cash) in consideration of the payment of the Option Price for the Exercise Shares under the applicable Conditional Exercise and the certificates respecting the Exercise Shares, shall be issued in the name of WVM, and shall be delivered directly to Bonxxxxx xx be held pursuant to the Amended and Restated Security Agreement. WVM hereby expressly authorizes such payment and delivery. WVM ...
Sample 1
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Related to SFE Option

  • Performance Option If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”) for the applicable given Fiscal Year, then the Performance Option shall be eligible to become vested and exercisable as to a percentage of the Shares subject to such Option at the end of each of the six Fiscal Years as follows:

  • Time Option An Option with respect to which the terms and conditions are set forth in Section 3(a) of this Agreement.

  • Top-Up Option (a) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Top-Up Option”) to purchase, at a price per Share equal to the Offer Price, up to such number of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Parent and Merger Sub and any wholly owned Subsidiary of Parent or Merger Sub immediately prior to the time of exercise of the Top-Up Option, constitutes one Share more than 80% of the number of Shares that will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares. The Top-Up Option will be exercised by Parent or Merger Sub immediately after the Acceptance Time if following such Acceptance Time, Parent or Merger Sub do not own 80% of the outstanding Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no judgment, injunction, order or decree of any Governmental Entity shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (ii) the issuance of the Top-Up Option Shares will not cause the Company to have more Shares outstanding than are authorized by the Restated Articles of Incorporation of the Company, and (iii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

  • 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).

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Initial Option Grant As of the end of the day of the date this Agreement is signed by the Company and Employee, the Company shall grant Employee an option to purchase the number of shares described in Exhibit A of common stock of the Company under the Company's 1992 Stock Option Plan, as amended, having an exercise price per share equal to the fair market value (as defined in the Stock Option Plan) of a share of common stock of the Company. Except as otherwise provided in the Stock Option Plan, the option shall become exercisable as described in Exhibit A.

  • Optional Repurchase Right The NIMS Insurer, if any, may repurchase any Distressed Mortgage Loan for a purchase price equal to the outstanding principal balance of such Mortgage Loan, plus accrued interest thereon to the date of repurchase plus any unreimbursed Advances, Servicing Advances or Servicing Fees allocable to such Distressed Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s remittance of the purchase price for the Distressed Mortgage Loan to the Master Servicer for deposit into the Collection Account. The NIMS Insurer shall not use any procedure in selecting Distressed Mortgage Loans to be repurchased which would be materially adverse to Certificateholders.

  • Employee Options No shares of Common Stock are eligible for sale pursuant to Rule 701 promulgated under the Act in the 12-month period following the Effective Date.

  • Performance Options “Performance Option(s)” shall mean the portion of the Option designated as Performance Options in the Grant Notice.

  • Exercisability of Option Unless otherwise provided in this Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period.

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