Xxxxxxxxxx Option Sample Clauses

Xxxxxxxxxx Option. In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or any portion of the Unreleased Shares (as defined below in Section 3) at such time (the “Repurchase Option”) at a purchase price of $0.0001 per share (the “Repurchase Price”). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser’s executor and shall be exercisable by delivery to the Purchaser or the Purchaser’s executor of cash, check or wire transfer in an amount equal to the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 2 may be assigned by the Company in whole or in part in its sole and unfettered discretion.
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Xxxxxxxxxx Option. The vested Units held by an Executive, will be subject to repurchase, in each case by the holders of Class B Units who are then employed by the Company or its Subsidiaries, the Company and its Subsidiaries, and the Investor Members pursuant to the terms and conditions set forth in this Section 4 (the “Repurchase Option”). In addition, the Repurchase Option and the principles and procedures of this Section 4 shall also apply with respect to the purchase of Class A Units underlying Deferred Units that may later become subject to repurchase or cash settlement by the Company or its subsidiaries pursuant to the terms of the applicable purchase or grant agreement related to such Deferred Units.
Xxxxxxxxxx Option. In the event Buyer (a) defaults on its payment obligations under the Earnout Notes, or (b) Buyer defaults in the payment of any indebtedness owed to General Electric Capital Corporation ("GECC") or under any loan agreement or other loan document with respect to such indebtedness, and GECC gives Sellers notice of its intent to foreclosure the liens of GECC on the assets of the Company or the Shares (or GECC initiates any proceeding or takes any action with respect to such foreclosures). Sellers shall have the option, but not the obligation, to repurchase from the Buyer all of the issued and outstanding capital stock of the Company. The option to repurchase the stock following a default described in clause (a) may be exercised by Sellers on or after July1, 1999, provided the payment default under the Earnout Notes at the time option is exercised has not been cured. The option to repurchase the stock contained in clause (b) may be exercised at any time following the occurrence of the event listed in clause (b) Sellers shall provide written notice to Buyer of its intent to exercise the option. Once Sellers have provided written notice to Buyer of its intent to exercise the option, Sellers shall have 180 days from the date of the notice to close on the repurchase of the stock. In the event Sellers fail to close on the repurchase of the stock within the 180 day period, Sellers shall forfeit their option to repurchase the stock. Once Sellers have closed on the repurchase of the Shares, Sellers shall have no further rights under the Earnout Note or any other instrument securing the obligations under the Earnout Note. Buyer agrees to cause GECC to enter into a letter agreement (the "Tri Party Agreement") with Sellers and Buyer pursuant to which GECC will acknowledge Sellers' option to repurchase the Shares and will agree to give Sellers written notice at least thirty (30) days prior to the initiation by GECC of any proceeding or the taking of any action by GECC to foreclose its liens on the assets of the Company or the Shares. Nothing contained in this Section 11 shall limit Sellers rights to pursue any right or remedy under the Earnout Note or the Fixed Note or this Agreement.
Xxxxxxxxxx Option. Such payments shall be made ratably over the Severance Period according to the Company's standard payroll schedule. Employee will also be entitled to receive payment on the date of termination of any bonus payable under Section 4(c). Health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost over the Severance Period.
Xxxxxxxxxx Option. (a) In the event the Executive ceases to be employed by any member of the Company Group (i) for Cause or (ii) as a result of the voluntary resignation by Executive other than for Good Reason or pursuant to the Executive Option (the "TERMINATION"), the Executive Units (whether held by the Executive or one or more of such Person's Permitted Transferees) shall be subject to repurchase by the Company and the Other Unitholders (as defined in Section 4(d) below) pursuant to the terms and conditions set forth in this Section 4 (the "REPURCHASE OPTION").

Related to Xxxxxxxxxx Option

  • Xxxxxxxxx, Esq (b) If to Indemnitee, to the address specified on the last page of this Agreement or to such other address as either party may from time to time furnish to the other party by a notice given in accordance with the provisions of this Section 8. All such notices, claims and communications shall be deemed to have been duly given if (i) personally delivered, at the time delivered, (ii) mailed, five days after dispatched, and (iii) sent by any other means, upon receipt.

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Xxxxxxxxx X X. Xxxxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BAYERISCHE LANDESBANK GIROZENTRALE LONDON BRANCH By: Xxxxx Xxxx CITIBANK, N.A. By: J.W.G. Xxxxxxx CREDIT SUISSE FIRST BOSTON By: X. Xxxxx-Xxxxxx Xxxxxx Xxxxx DEN DANSKE BANK AKTIESELSKAB By: S. Xxxxxxx Xxxx DEUTSCHE BANK AG LONDON By: X.X. Xxxxxxxxx X.X. Xxxxxxxx NATIONAL WESTMINSTER BANK Plc By: X.X. Xxxx AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ACTING THROUGH ITS ANZ INVESTMENT BANK DIVISION) By: X.X. Xxxxxx BANCO CENTRAL HISPANOAMERICANO, S.A. LONDON BRANCH By: H.J.W. Xxxxxx X.X. Inches COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH By: Bernd Meist Xxxxx Xxxxx THE ROYAL BANK OF SCOTLAND plc By: Xxxx Xxxxx L-BANK By: S. Xxxxxxx Xxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ABN AMRO BANK N.V. LONDON BRANCH By: S. Xxxxxxx Xxxx BANCA DI ROMA S.p.A. - LONDON BRANCH By: X.X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx BANCA MONTE DEI PASCHI DI SIENA SpA By: G.N.H. Furzland Xxxxxxx Xxxxxxxxx BANCO BILBAO VIZCAYA By: S. Xxxxxxx Xxxx BANK OF TOKYO-MITSUBISHI, LTD By: X.X. Xxxxxxxxx CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.p.A., LONDON BRANCH By: X.X. Xxxxxx CREDITO ITALIANO SpA By: Xxxxxx G.A. Xxxxxxxxx ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A. By: S. Xxxxxxx Xxxx

  • Xxxxxxxx Dated: February 15, 2000 ------------------------------------------ W. Xxxxxxx Xxxxxx

  • Xxxxxxxxx the former President of the United States, Xxxxx Xxxx, the deceased automobile manufacturer, and Xxxx X. Xxxxxxxxxxx, the founder of the Standard Oil Company, known to be alive on the date of the execution, acknowledgment and delivery of this Lease.

  • Xxxxxxxxxx Xxxx Xxxxxxxxx xxxx xxure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.

  • Xxxxxxxx Xxxxxxxxx Xx xxxvided for in the Agreement and Declaration of Trust of the various Funds, under which the Funds are organized as unincorporated trusts, the shareholders, trustees, officers, employees and other agents of the Fund shall not personally be found by or liable for the matters set forth hereto, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxxxxxxx XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)

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