Acquisition Right Clause Samples

Acquisition Right. (a) Subject to Section 11(d) below, if SC-PG delivers an Officer's Certificate to WAT, WAT, at its option, may elect to acquire 100%, but not less than 100%, of the WEA Shares held by SC-PG which are the subject of the Officer's Certificate at a price per WEA Share payable in cash equal to the greater of (i)(a), in the case of Shares of Series G Preferred Stock to be acquired, (I) 110% of the Liquidation Preference per share of Series G Preferred Stock to be acquired, plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below or (b), in the case of Common Stock to be acquired, 110% of the Conversion Price (as defined in the Certificate of Designation) as of the Call Date per share of Common Stock to be acquired and (ii)(I) 110% of the Converted Value per WEA Share plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below. (b) Upon any acquisition of Series G Preferred Stock pursuant to this Section 11, WAT shall pay an additional amount equal to all accrued and unpaid dividends, if any, thereon to the Call Date, without interest. If the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series G Preferred Stock at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding any acquisition of such shares before such Dividend Payment Date. For the avoidance of doubt, SC-PG shall not be entitled to be paid twice in respect of any accrued and unpaid dividends. (c) Notice of the acquisition of any WEA Shares under this Section 11 shall be sent by internationally recognized overnight courier to SC-PG at the address of SC-PG as shown on WAT's records, not less than 10 days after WAT's receipt of an Officer's Certificate. Each such sent notice shall state, as appropriate: (1) the Call Date (which shall be a date not more than 30 days after SC-PG's delivery of an Officer's Certificate); and (2) the acquisition price. (d) Notwithstanding Section 11(a), if within 10 days after SC-PG's receipt of WAT's notice of acquisition pursuant to Section 11(c), SC-PG notifies WAT that it is electing not to have WAT acquire its WEA Shares pursuant to this Section 11, WAT shall not acquire SC-PG's WEA Shares which are the subject of the Officer's Certificate and SC-PG may convert its WEA Shares into WAT Units pursuant to the Special Option...

Acquisition Right. (a) The Practice shall cause each of its members to hereby irrevocably grant to VRC the fully assignable right, but not the obligation, to acquire or to designate a qualified buyer to acquire all of the membership units of Practice (the “Securities”) for the sum of the lesser of the amount paid by each of the holders for such securities or the book value thereof (“Acquisition Right”) in each of the following instances: (i) if a termination occurs pursuant to Section 8.2 (or if Practice attempts to terminate this Agreement for any reason), VRC shall have the right to acquire or designate a qualified buyer to acquire the Securities from the date of the notice of termination and for a period of ninety (90) days after the end of the term of this Agreement. (ii) if the member(s) of Practice receive(s) a bona fide written offer from a third party that he, she or they wish(es) to accept, VRC shall have sixty (60) days from the date of the actual receipt by VRC of a copy of such bona fide offer to acquire or designate a qualified buyer to acquire the Securities. (b) In order to protect the Acquisition Right, Practice and Practice shall cause each of its member(s) to agree as follows: (i) Practice will not merge or consolidate with another entity or sell any of its assets in other than the normal course of its business. (ii) Practice will not issue any stock, incur any debt, pledge or grant a security interest in any asset, amend its Certificate of Formation, Member Agreement or any agreements of Practice or declare any dividends. (iii) Practice will not enter into any material agreements with any person or entity without the prior written consent of VRC. (iv) In addition to the acquisition right described herein, VRC also may have certain rights to acquire the Securities pursuant to any securities transfer agreement between VRC and Practice’s member(s).

Acquisition Right. 37 Except as otherwise provided in Section 15.4, if a Member desires to Transfer all or any part of its Membership Interest (including without limitation a Transfer in connection with the foreclosure or other enforcement of rights in a pledge, security 36 The drafter should alternatively consider an absolute prohibition on pledges by a Member of its Membership Interest without the consent of the other Member. 37 Note the “preemptive right” has been renamed an “acquisition right” consistent with more common usage. A preemptive right would typically apply to additional interests to be issued by the Company. interest or other encumbrance granted pursuant to Section 15.2(f)), the other Member shall have the first right to acquire such interests as provided in this Section 15.3. (a) A Member intending to Transfer all or any part of its Membership Interest subject to this Section 15.3 shall promptly notify the other Member of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the proposed offer or contract for sale. The other Member shall have days from the date such notice is delivered to notify the transferring Member whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Member. (b) If the other Member fails to so elect within the period provided for in Section 15.3(a), the transferring Member shall have days following the expiration of such period to consummate the Transfer to a third party at a price and on terms no less favorable than those offered by the transferring Member to the other Member in the notice required in Section 15.3(a). (c) If the transferring Member fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the acquisition right of the other Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Acquisition Right. (a) In the event referred to in paragraph 10.03 above, the other Party will have the right to acquire, and the Party which exercised the conversion right will have the obligation to sell, shares of the same nature and type as those arising from the exercise of the conversion of the Bonds, to the extent that said shares are divided between the Parties, respecting the original proportions of the Parties’ holdings in the capital of the Company (80 (eighty)% Pirelli - 20 (twenty)% Edizione). (b) The acquisition right must be exercised, under penalty of lapse, within thirty (30) days from the date on which the Party which exercised the conversion right reported it to the other Party, also indicating the price of the shares calculated by the methods indicated in items (c) or (d) below, as the case may be, enclosing the respective back-up documentation. (c) The acquisition price will be equal to the average cost incurred (including accrual) for the acquisition of the Bonds converted, plus interest calculated annually at Euribor 12 months, at the value date of each disbursement, plus 150 base points, from the time of the acquisition of the Bonds to the time of the closing of the purchase and sale of the shares arising from the conversion, after deducting the capital amount, as of the date of each collection, of the certificates of the other Party’s Bonds collected within the same period of time. The Parties will equally share the costs and charges of the purchase and sale operation. (d) In the event of acquisition of Bonds for Derivatives purposes, the acquisition price of the shares arising from the conversion of such Bonds will be equal to the algebraic sum of the cash flows paid or collected under the terms of the Derivatives contracts, plus interest calculated annually at the rate indicated in the respective contracts or, in the absence thereof, at Euribor 12 months, at the value date of each disbursement or collection, plus 150 base points, from the time of the actual payment, or collection, of each cash flows until the time of the purchase and sale of the shares arising from conversion. The costs and charges of the purchase and sale operation will be equally shared by the Parties.

Acquisition Right. (a) The Practice shall cause each of its members to hereby irrevocably grant to VRC the fully assignable right, but not the obligation, to acquire or designate a qualified buyer to acquire all of the membership units of Practice (the “Securities”) for the sum of the lesser amount paid by each of the holders for such securities or the book value thereof (the “Acquisition Right”) in each of the following instances without the need for any further action by any Practice member, officer, or manager: (i) Death of the member; (ii) Disability of the member; (iii) Events or circumstances that would constitute a basis for the stockholder’s “disqualification” within the meaning of Section 611 of the Delaware Professional Service Corporation Act, if the Company had been formed thereunder ; (iv) Actual or proposed voluntary or involuntary transfer of Securities, whether by court or otherwise, including, without limitation, by reason of the bankruptcy or divorce of a member; (v) Actual or threatened breach of this Agreement by the member; or (vi) Any other action or inaction which, in the opinion of VRC following due consultation with appropriate professionals, would jeopardize the provision of professional medical services provided by Practice or any of VRC’s affiliates. The Practice shall further cause each of its members to agree, on behalf of such member and such member’s successors and assigns, to execute and deliver such instruments and take such other actions as VRC or the Practice may require in order to carry out the sale of such member’s membership units as provided in this Section 12.17.

Acquisition Right. 82 ARTICLE 6 CONDITIONS..................................................... 84 Section 6.1 Conditions to Each Party's Obligation To Effect the Merger................................................. 84 Section 6.2 Conditions to the Obligation of the Company to Effect the Merger............................................. 84 Section 6.3 Conditions to Obligations of Parent and Purchaser to Effect the Merger...................................... 86

Acquisition Right. The provisions of this Section 2 shall apply (i) with respect to the Fund XIV Members, from the Closing Date through the earlier of (x) the second anniversary of the Closing Date and (y) the date the Fund XIV Members elect to terminate the rights set forth in this Section 2 with respect to the Fund XIV Members by delivering written notice of such election to PubCo (such earlier date, the “Trigger Date”) and (ii) with respect to the EV Persons (other than the Fund XIV Members), during the Prohibited Period but commencing only after the date EnerVest has delivered written notice to PubCo that EnerVest is electing to invoke the provisions of this Section 2 and subject to Section 2(a)(ii) (which written notice shall not be delivered by EnerVest at any point prior to the Trigger Date). As used in this Section 2, “Eligible Persons” shall mean (i) prior to the Trigger Date, any Fund XIV Member and (ii) following the Trigger Date, any EV Person (other than the Fund XIV Members).

Acquisition Right. Each Offeree shall have the right but not the obligation to acquire its share in the proportion to which its interest in the AMI bears to the aggregate interest in the AMI of the Acquiring Party and all other non-acquiring party(s) who have elected not to acquire an interest in the Mineral Interests so offered.

Acquisition Right. Except as otherwise provided in Section 14.4, if a Member desires to Transfer all or any part of its Membership Interest, the other Member or Members, as the case may be (“Remaining Member” or “Remaining Members” as the case may be) shall have the right of first refusal to acquire such interests as provided in this Section 14.3.