Casablanca Option definition

Casablanca Option shall have the meaning set forth in Section 1.
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Casablanca Option shall have the meaning set forth in the Recitals.
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Examples of Casablanca Option in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • Section 7 after the exercise of the Casablanca Option and a good faith and reasonable determination by the Buyer that such obligations cannot be fulfilled prior to December 31, 2011.

  • PURCHASE AND SALE OF OPTION AND CASABLANCA UNITS 1 2.1 Purchase Price for Casablanca Option.

  • The audit organization assigns a new staff member to a GAGAS audit in May 2005.

Related to Casablanca Option

  • 3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.

  • Shoe Option means the Initial Purchasers’ option to purchase up to seventy five million dollars ($75,000,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Reload Option means any Option granted under Section 6(a)(iv) of the Plan.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Vested Option means any Option, which has already been vested according to the Vesting Dates.

  • Director Option means an Option granted pursuant to Section 6.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Top-Up Option has the meaning set forth in Section 1.04(a).

  • Stock Option means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

  • Put Option means an exchange traded option with respect to Securities other than Stock Index Options, Futures Contracts, and Futures Contract Options entitling the holder, upon timely exercise and tender of the specified underlying Securities, to sell such Securities to the writer thereof for the exercise price.

  • Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Optioned Stock means the Common Stock subject to an Option.

  • Related Option means an Option with respect to which a Stock Appreciation Right has been granted.

  • Parent Option means any option to purchase Parent Common Stock which was granted pursuant to a Parent Option Plan.

  • Option Grant Date means, as to any Stock Option, the latest of:

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Share Option means a Nonqualified Share Option or an Incentive Share Option.

  • Option means a stock option granted pursuant to the Plan.

  • Employee Option means an Option granted pursuant to Section 5.

  • Purchase Right means an option to purchase shares of Common Stock granted pursuant to the Plan.