Examples of Casablanca Option in a sentence
The aggregate consideration for the purchase of the Casablanca Option payable by Buyer to Seller on the date hereof in accordance with Section 2.1 of the Purchase Agreement, is $25,000,000 (the “Casablanca Option Price”), which such Casablanca Option Price is payable in the form of a number of shares of Buyer Common Stock (as defined in the Purchase Agreement) calculated pursuant to Section 2.1(b) of the Purchase Agreement.
Unless the Buyer shall have otherwise expressly otherwise agreed in writing, so long as the Option Period shall not have expired as hereinabove provided, the Casablanca Option shall survive any dismissal with prejudice of an Enforcement Action or the entry by a court of competent jurisdiction of a final non-appealable orders in connection with the Enforcement Action finding that the Buyer is not entitled to a refund of the Option Price.
At any time during the Option Period, Buyer may exercise the Casablanca Option by delivering written notice to Sellers of its election to exercise (the “Exercise Notice”) not less than forty-five (45) days prior to the requested Closing Date.
The purchase price for Income Tax purposes of the Casablanca Properties and other assets shall equal the Final Purchase Price (plus the Casablanca Option Price and any other items constituting consideration for purposes of Section 1060 of the Code).
Solely for U.S. federal Income Tax purposes, the Buyer and each Seller, as applicable, shall treat the purchase and sale of the Casablanca Units pursuant to Buyer’s exercise of the Casablanca Option under this Option Agreement as a purchase and sale of each of the Casablanca Properties and other assets owned by the Casablanca Subsidiaries.
Upon payment of the Final Purchase Price, the Buyer will own good, valid and marketable title to the Acquired Company Securities and the Casablanca Option, free and clear of all liens, charges, security interests, rights of first refusal or first offer, and other adverse claims of any kind, other than those arising solely through the Buyer’s acts and except for the Permitted Securities Encumbrances listed on Section 4.3(a) of Sellers’ Disclosure Schedule.
Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively.
The specific properties and terms of the sale are outlined in the Securities Purchase Agreement Casablanca Option Agreement between CapitalSource and OHI.
PURCHASE AND SALE OF OPTION AND CASABLANCA UNITS 1 2.1 Purchase Price for Casablanca Option.