Grant of Purchase Option Sample Clauses
The Grant of Purchase Option clause gives one party the right to buy a specified asset or property under agreed terms. Typically, this clause outlines the conditions under which the option can be exercised, such as timeframes, purchase price, and any required notices. Its core function is to provide the option holder with a clear and enforceable opportunity to acquire the asset, offering flexibility and certainty while addressing potential future changes in ownership.
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Grant of Purchase Option. (a) Holdings hereby grants to Alexza an exclusive option (the “Purchase Option”) to purchase all, but not less than all, of the outstanding Symphony Allegro Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement.
(b) Symphony Allegro hereby covenants and agrees that all Symphony Allegro Equity Securities issued by Symphony Allegro at any time prior to the expiration of the Term (including to Holdings on, prior to, or after the date hereof or to any other Person at any time whatsoever, in all cases prior to the expiration of the Term) shall be subject to a purchase option on the same terms as the Purchase Option (except as provided by the immediately following sentence) and all of the other terms and conditions of this Agreement without any additional action on the part of Alexza or Holdings. Further, to the extent Symphony Allegro shall issue any Symphony Allegro Equity Securities (including any issuance in respect of a transfer of Symphony Allegro Equity Securities by any holder thereof, including Holdings) after the date hereof to any Person (including Holdings) (any issuance of such Symphony Allegro Equity Securities being subject to the prior written consent of Alexza as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Allegro hereby covenants and agrees that it shall cause such Symphony Allegro Equity Securities to be subject to the Purchase Option without the payment of, or any obligation to pay, any additional consideration in respect of such Symphony Allegro Equity Securities by Alexza, Symphony Allegro or any Symphony Allegro Subsidiary to the Person(s) acquiring such subsequently issued Symphony Allegro Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Alexza pursuant to this Agreement for all of the outstanding Symphony Allegro Equity Securities now or hereinafter owned by any Person shall be the Purchase Price (as defined in Section 2(b) hereof).
(c) Alexza’s right to exercise the Purchase Option granted hereby is subject to the following conditions:
(i) The Purchase Option may only be exercised for the purchase of all, and not less than all, of the Symphony Allegro Equity Securities;
(ii) The Purchase Option may only be exercised a single time; and
(iii) The Purchase Option may be exercised only during the period (the “Purchase Option Period”) commencing on and including December 1, 2007 (the “Purchase Option Commencement Date”...
Grant of Purchase Option. (a) Each Shareholder hereby grants to Parent and Purchaser an irrevocable option (the “Purchase Option”) to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Shareholder) beneficially owned by the Shareholder at a price (the “Exercise Price”) per Share equal to $3.90 per share of Company Common Stock. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section 10.
(b) In the event that (i) the Purchase Option has been exercised, in whole or in part with respect to any Shareholder, (ii) the Merger is consummated and (iii) Parent and Purchaser have increased the price per share of either the Company Common Stock payable in the Merger above the Exercise Price set forth in Section 10(a) (it being understood that the payment of any amounts pursuant to the exercise of dissenters’ rights will not be considered for this purpose), Parent shall pay to each Shareholder from whom Parent or Purchaser purchased Purchase Option Shares, within two business days following the Effective Time of the Merger, by certified check or official bank check in immediately available funds or by wire transfer of immediately available funds, as such Shareholder may direct, an amount equal to the excess of (A) the price per share paid for the Company Common Stock in the Merger over (B) the Exercise Price of the Company Common Stock, purchased by Parent or Purchaser from such Shareholder upon exercise of the Purchase Option.
Grant of Purchase Option. 2.1 The Existing Shareholders hereby jointly and severally agree to irrevocably and unconditionally grant to Beijing Miyuan an exclusive Purchase Option, pursuant to which Beijing Miyuan shall be entitled, subject to PRC Laws, to request the Existing Shareholders to transfer the Option Equity Interests to Beijing Miyuan or other entity or individual designated by Beijing Miyuan in accordance with this Agreement. Beijing Miyuan hereby agrees to accept such Purchase Option.
2.2 Beijing Huaqianshu hereby agrees to the grant of such Purchase Option to Beijing Miyuan by the Existing Shareholders in accordance with Article 2.1 above and other provisions of this Agreement.
Grant of Purchase Option. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender hereby grants to the Initial Beneficiary the right and option, to purchase from time to time, subject to the conditions, limitations and rights set forth in this Article VI, all or a portion of the outstanding principal balance of the outstanding Advances made by such Warehouse Facility Lenders (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal to the sum of:
(i) the outstanding balance of such Advances (or portion thereof that is so purchased); plus
(ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”); plus
(iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed), an amount equal to the amount that would have been payable in respect of such Advance (or portion thereof that is so purchased) by the Borrower to a Warehouse Facility Lender or any other Person (1) in the case of an Advance that was made under a Current Warehouse Facility, pursuant to Section 6.2 of the related Current Receivables Financing Agreement or (2) in the case of any Advance that was made under an Additional Warehouse Facility, pursuant to any provision that is similar or analogous to Section 6.2 of the Current Receivables Financing Agreements, determined (in the case of clauses (1) and (2)) as though the Advances purchased pursuant to such Initial Beneficiary Purchase had instead been prepaid, on the Initial Beneficiary Purchase Date, in an amount equal to the principal balance of such Advance (or the portion thereof that is so purchased) (the sum of the foregoing clauses (1), (2) and (3), the “Initial Beneficiary Purchase Price”).
Grant of Purchase Option. Party B hereby irrevocably grants the following exclusive right to Party A (the “Purchase Option”):
1.1 During the term hereof, as long as the then-applicable laws of the People’s Republic of China (the “PRC laws”) and/or restrictions placed by the relevant industrial policy are not violated, Party A shall be entitled, in accordance with the terms and conditions provided herein, to exercise the option as set forth in Article 4 hereof, by acquiring all the Target Equity from Party B at the price of Renminbi nine jiao (RMB 0.90 yuan) for each RMB one (1) yuan of capital contribution in Nanjing Tuniu (“Exercise Price”). Party A shall be entitled to purchase all or any part of the Target Equity in one or multiple times at its own choice. Party B hereby undertakes to cooperate in the execution of the above proceedings by transferring all or any part of the Target Equity to Party A.
1.2 Party A shall be entitled to request Party B at any time, to transfer all or any part of the Target Equity to Party A or any one or multiple entities (or individuals) designated by Party A that is eligible under the then-applicable PRC laws and/or industry policy, at the Exercise Price; and Party B hereby undertakes to cooperate with the performance.
1.3 Where permissible under the then-applicable PRC laws and/or industrial policy, Party A shall have the absolute discretion to determine the specific time, method and number of occasions for the exercise of the Purchase Option.
Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price per share (the "Exercise Price") equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Merger Consideration will be appropriately adjusted for the purpose of this Section 9. The Merger Consideration as it relates to the Options, Warrants and Rights shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Option, Warrant or Right, without interest, in full settlement of the Company's (and the Surviving Corporation's) obligations under each such Option, Warrant or Right. To the extent that the per share exercise price of any Option, Warrant or Right exceeds the Merger Consideration, such Option, Warrant or Right shall be canceled and the Stockholder shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Company relating thereto. The amount payable pursuant to this Section 9 shall be subject to all applicable withholding taxes.
Grant of Purchase Option. Beginning on the Closing Date, the ------------------------ Stock shall be subject to the right and option of the Company to repurchase the Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser's employment or consulting relationship with the Company (including a parent or subsidiary of the Company) shall cease for any reason, or no reason, with or without cause, including death, disability or involuntary termination ("Termination"), the Company shall have the right, as provided in Section 3.2 hereof, to purchase from Purchaser or its personal representative, as the case may be, at the purchase price of $.01 per share (the "Option Price"), all of the Stock that has not been released from the Purchase Option in accordance with the following schedule:
(i) On the date of this Agreement, 745,975 shares will be released from the Purchase Option.
(ii) On the first day of each month commencing with October 1, 1998, an additional one forty-eighth (1/48th) of the shares of Stock (43,875) will be released from the Purchase Option.
Grant of Purchase Option. The Stockholder hereby grants to Purchaser and Merger Sub an irrevocable option (the "Purchase Option") to purchase for cash at a price (the "Exercise Price") set forth below, in a manner set forth below, free and clear of all Liens, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder, including, without limitation, by requiring the Stockholder to exercise any or all Options. The Exercise Price for shares of Company Common Stock shall be equal to the Merger Consideration. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Exercise Price will be appropriately adjusted for the purpose of this Section
Grant of Purchase Option. Party A hereby grants Party B an irrevocable and exclusive call option (the “Option”), whereby Party B and/or any person nominated by Party B may purchase at any time during the Term of the Option (as defined below) from Party A the trade name, proprietary technology held by Party A, the registered trademarks, domain names, copyrights and patents held by Party A as set forth in the Schedule to this Agreement and all trademarks, domain names, copyrights and patents that will be submitted for registration after Party A’s execution of this Agreement, (collectively, “Intellectual Properties”), subject to the terms and conditions of this Agreement.
Grant of Purchase Option. The Stockholder hereby grants ------------------------ to Parent and Purchaser an irrevocable option (the "Purchase Option") to purchase for cash, in a manner set forth below, any or all of the Shares (and including Shares acquired after the date hereof by such Stockholder) beneficially owned by the Stockholder at a price (the "Exercise Price") per Share equal to $34.00 (the "Offer Price"). In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like, the Offer Price will be appropriately adjusted for the purpose of this Section 10.