Purchase and Option Agreement definition

Purchase and Option Agreement means that certain Purchase and Option Agreement, dated June 18, 2012 (as amended on August 5, 2014), by and among Walgreens, Alliance Boots GmbH and AB Acquisitions Holdings Limited, and (ii) “Second Step Closing Date” means the date on which the Second Step Transaction (as defined below) is consummated. If a Change of Control Triggering Event (as defined below) occurs with respect to the Notes, unless the Company has exercised its option to redeem the Notes as described above or has defeased the Notes as described in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth herein. In a Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to the Trustee and mailed, or delivered electronically if held by DTC in accordance with DTC’s customary procedures, to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or delivered electronically) (a “Change of Control Payment Date”). The notice will, if mailed (or delivered electronically) prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On each Change of Control Payment Date, the Company will, to the extent lawful:
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Purchase and Option Agreement means that certain Purchase and Option Agreement, dated June 18, 2012 (as amended on August 5, 2014), by and among Walgreens, Alliance Boots GmbH and AB Acquisitions Holdings Limited, and (ii) “Second Step Closing Date” means the date on which the Second Step Transaction (as defined below) is consummated. All payments of principal and interest in respect of the Notes by the Company or a Paying Agent on the Company’s behalf will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other similar governmental charges imposed or levied by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law. In the event such withholding or deduction for Taxes is required by law, subject to the limitations described below, the Company will pay to any Non-U.S. Holder (as defined below) such Additional Amounts as may be necessary to ensure that the net amount received by such person, after withholding or deduction for such Taxes, will be equal to the amount such person would have received in the absence of such withholding or deduction. However, no Additional Amounts shall be payable with respect to any Taxes if such Taxes are imposed or levied for reasons unrelated to the Holder’s or beneficial owner’s ownership or disposition of Notes, nor shall Additional Amounts be payable for or on account of:
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Purchase and Option Agreement means the Purchase and Option Agreement, dated as of June 18, 2012, by and among Alliance Boots, AB Acquisitions Holdings Limited and Walgreens.
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Examples of Purchase and Option Agreement in a sentence

  • Reading: Specimen Form of Transnational Stock Purchase and Option Agreement (CCM).

  • On December 6, 2019, Emergent signed a Claim Purchase and Option Agreement giving the Company the option (the “First Option”) to acquire up to a 50% interest in the East-West Property, Quebec (the “Property”) from a private individual (the “Vendor”).

  • On December 6, 2019, Emgold signed a Claim Purchase and Option Agreement giving the Company the option (the “First Option”) to acquire up to a 50% interest in the East-West Property, Quebec (the “Property”) from a private individual (the “Vendor”).

  • As a condition precedent and consideration therefore, Comp Media & Advertising Limited entered into a Share Purchase and Option Agreement with HSS to acquire 15% of its interest for an aggregate cash consideration of HK$7,700,000.

  • On April 6, 2008, Nestlé and Novartis AG ("Novartis") executed the Purchase and Option Agreement pursuant to which Nestlé agreed to sell approximately 74 million of its shares of Alcon common stock to Novartis in a cash transaction at a price of $143.18 per share.

  • Sprint Acquisitions On June 18, 2012, Walgreens entered into a Purchase and Option Agreement (the “Purchase and Option Agreement”) with Alliance Boots and Sprint Acquisitions Holdings Limited (“Sprint Acquisitions”), whereby it acquired, on August 2, 2012, 45% of the issued and outstanding share capital of Alliance Boots in exchange for $4.025 billion in cash and approximately 83.4 million shares of Walgreens common stock (the “First Step Transaction”).

  • The consummation of a purchase and sale transaction under the Purchase and Option Agreement is subject to regulatory approvals.

  • Pursuant to the Purchase and Option Agreement, Walgreens also had the right, but not the obligation, under certain circumstances,to acquire the remaining 55% interest in Alliance Boots (the “call option”) in exchange for £3.133 billion in cash and approximately 144.3 million shares of Walgreens commonstock.

  • On January 4, 2010, Novartis exercised a call option under the April 6, 2008 Purchase and Option Agreement (the “Acquisition Agreement”) between Novartis and Nestle whereby Novartis proposes to acquire shares that represent approximately 52 percent of the outstanding stock of Alcon for approximately $28.1 billion (the “Acquisition”).

  • The Purchase and Option Agreement between Nestlé and Novartis also contains put and call option rights on the balance of approximately 156 million Alcon shares owned by Nestlé.


More Definitions of Purchase and Option Agreement

Purchase and Option Agreement. As defined in the Preamble.
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Purchase and Option Agreement shall have the meaning specified in the recitals to this Agreement.
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Purchase and Option Agreement. As defined in the Preamble. “Remaining Shared Agreement” Any Shared Site Agreement and any written agreement between the Seller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand, (a) pursuant to which an Affiliate of the Seller operating in a jurisdiction provides administrative, distribution, fleet management or warehousing services to a Subsidiary of the Company operating in such jurisdiction or
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Purchase and Option Agreement means the Letter of Agreement dated December 6, 2000 made between Alsask Energy Services Inc. and Westlinks Resources Ltd., as amended by an agreement dated February 21, 2001;
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Related to Purchase and Option Agreement

  • Put Option Agreement has the meaning set forth in the recitals.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 J], dated as of March 18, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Equity Purchase Agreement has the meaning set forth in the recitals.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Subscription Agreements has the meaning specified in the Recitals hereto.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Subscription Agreement has the meaning set forth in the recitals.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Price Agreement means a definite quantity contract or indefinite quantity contract which requires the contractor to furnish items of tangible personal property, services or construction to a state agency or a local public body which issues a purchase order, if the purchase order is within the quantity limitations of the contract, if any.