Exercise of Purchase Option Sample Clauses

Exercise of Purchase Option. If Purchaser elects to exercise this Option, it shall do so by sending a written notice of such exercise to Seller prior to the expiration of the Option Term. Purchaser’s notice shall specify the date and time that the closing of the purchase and sale of the Property (the “Closing”) will take place, which shall be no earlier than the date that is thirty (30) days after the date of the exercise of the Option and no later than the date that is forty-five (45) days after the date of the exercise of the Option. Purchaser and Seller shall conduct an escrow‑style closing through the Title Company so that it will not be necessary for any party to physically attend the Closing. Notwithstanding any provision to the contrary in this Agreement, if the notice of exercise is mailed via the U.S. Postal Service, the notice shall be deemed to have been delivered when mailed if sent with prepaid postage by certified or registered mail, or if sent via overnight delivery service, the notice shall be deemed to have been delivered when deposited with such overnight delivery service. Within three (3) business days following Purchaser’s exercise of the Option, ONE THOUSAND AND NO/DOLLARS ($1,000.00) shall be paid by Purchaser to Title Company as xxxxxxx money (the “Xxxxxxx Money”). The Xxxxxxx Money shall be held in a segregated interest bearing account by Title Company. All interest and earnings shall be paid to Purchaser. The Xxxxxxx Money shall be credited against the Purchase Price at Closing. Title Company shall act as escrow agent until Closing and shall hold and disburse the Xxxxxxx Money as provided in this Agreement. Seller shall have no right to receive any payment of the Xxxxxxx Money unless Seller terminates this Agreement in accordance with Section 16(a) below as a result of an uncured default of this Agreement by Purchaser, or the Xxxxxxx Money is credited against the Purchaser Price due at Closing. Seller and Purchaser agree to cause to be executed, acknowledged and delivered to Title Company such further reasonable and necessary escrow instruments and documents requested by the Title Company in connection with Title Company holding and disbursing the Xxxxxxx Money and Title Company conducting the Closing, in order to carry out the intent and purpose of this Agreement.

Exercise of Purchase Option. Each T-Mobile SPE and each T-Mobile Contributor, at its cost and expense, shall use its reasonable best efforts to obtain any consent or waiver required to give effect to the contemplated sale of the Managed MPL Sites upon the exercise of the Purchase Option (as defined in the MPL) with respect to such Managed MPL Sites under the MPL. In the event that Tower Operator exercises the Purchase Option with respect to any Managed MPL Site and the applicable T-Mobile SPE or T-Mobile Contributor is unable to obtain any consent or waiver required to give effect to the contemplated sale of such Managed MPL Site and such Managed MPL Site cannot be transferred to Tower Operator without violating the terms of the applicable Ground Lease, such T-Mobile SPE or T-Mobile Contributor shall be deemed to have appointed, and hereby appoints Tower Operator, in perpetuity, as the exclusive operator of the Included Property of such Managed MPL Site to the same extent as if such Managed MPL Site were a Managed Sale Site hereunder. Tower Operator shall be entitled to and vested with all the rights, powers and privileges of the applicable T-Mobile SPE or T-Mobile Contributor with respect to the management, administration and operation of such Managed Site as if Tower Operator were the true owner thereof, including the right to review, negotiate and execute extensions, renewals, amendments or waivers of any existing collocation agreements, ground leases, subleases, easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements, and Tower Operator shall not be subject to and shall not be bound by any of the covenants or restrictions imposed upon it by the MPL or any of the Collateral Agreements and such Managed MPL Site shall be deemed to be a Managed Sale Site under and for all purposes of this Agreement and the term of this Agreement shall continue indefinitely.

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, the certificates evidencing the number of Management Securities to be purchased by the Company and/or its Designated Purchaser, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, good title to such of the Management Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s check.

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares in cash or by certified or bank cashier's check.

Exercise of Purchase Option. Within ninety (90) days following the determination of the Fair Market Value of the Facility pursuant to this Section 7.2, but in no event later than eighteen (18) months following delivery of a Preliminary Interest Notice, PacifiCorp shall notify Seller if PacifiCorp elects to exercise its option (an “Option Confirmation Notice”).

Exercise of Purchase Option. (a) Subject to the conditions set forth in Section 13 hereof, the Purchase Option may be exercised by Parent or Purchaser, in whole or in part, at any time or from time to time after the occurrence of any Trigger Event (as defined below). The Company and each Stockholder shall notify Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by the Company or the Stockholder is not a condition to the right of Parent or Purchaser to exercise the Purchase Option. In the event Parent or Purchaser wishes to exercise the Purchase Option, Parent shall deliver to each Stockholder a written notice (an "Exercise Notice") specifying the total number of Shares it wishes to purchase from such Stockholder. Each closing of a purchase of Shares (a "Closing") will occur at a place, on a date and at a time designated by Parent or Purchaser in an Exercise Notice delivered at least two business days prior to the date of the Closing.

Exercise of Purchase Option. Within ninety (90) days following --------------------------- Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in Section 9.3 as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Company (or its assignees) elects to purchase the Stock hereunder, it shall specify a date (which shall not be later than thirty (30) days from the date of the above described notice) and a place for the closing of the transaction. At such closing, the Company (or its assignees) shall tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Stock as to which the Purchase Option has been exercised from Purchaser to the Company (or its assignees). The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company, or by check, or both.

Exercise of Purchase Option. If Company decides to exercise the Purchase Option, upon each of (a) the completion of a "positive" feasibility study for the Property, (b) the making of an affirmative production decision for the Property by Company's and any parent corporation's Boards of Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has obtained the financing necessary to develop and operate the Property, Company shall give Claimholder notice thereof. Within 10 days after such notice, Claimholder shall deliver to Company a special warranty deed in form satisfactory to Company transferring title to a 100% interest in the Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty ("NSR"), each as set forth in Section 8 below, and Company shall deliver to Claimholder the sum of $10.00.

Exercise of Purchase Option. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

Exercise of Purchase Option. If the Company desires to exercise the Purchase Option, it will do so by delivering or sending to Stockholder, within one hundred and twenty (120) days after the Company first has written notice of the occurrence of the triggering event described in Section 4(a), a written notice specifying the number of Unvested Shares which the Company elects to purchase, the aggregate Purchase Price, and a date for the closing under this Section 4, which date will not be more than thirty (30) days from the date of such notice. The closing of the purchase and sale of such Shares will take place at the principal offices of the Company or such other place as the Company and Stockholder may agree. At the closing, Stockholder (along with any transferees permitted pursuant to the terms of Section 8 of this Agreement) will transfer to the Company the number of Unvested Shares specified in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of a certificate or certificates representing those Shares, duly endorsed for transfer or accompanied by duly executed stock powers. Upon its receipt of such certificate or certificates, the Company will pay for such Unvested Shares by any of the following methods, chosen in sole discretion: (i) by delivery to Stockholder of a check in the amount of the aggregate Purchase Price; (ii) by reduction of indebtedness owed by Stockholder to the Company in that amount; or (iii) by a combination of the foregoing methods; provided, however, that in the event the funds of the Company legally available are insufficient to make such payment, in whatever method the Company may choose, those funds which are legally available will be used to make such payment and any unpaid portion of such payment will be paid at such time as funds become legally available. Alternatively, the Company may assign the Purchase Option to one or more Persons.