Common use of Grant of Purchase Option Clause in Contracts

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. The Initial Beneficiary shall have the right and option, and each Warehouse Facility Lender (a) Holdings hereby grants to Dynavax an exclusive option (the Initial Beneficiary “Purchase Option”) to purchase all, but not less than all, of the right outstanding Symphony Dynamo Equity Securities owned or hereafter acquired by Holdings, in accordance with the terms of this Agreement. (b) Symphony Dynamo hereby covenants and optionagrees that all Symphony Dynamo Equity Securities issued by Symphony Dynamo 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 Dynavax or Holdings. Further, to purchase from time the extent Symphony Dynamo shall issue any Symphony Dynamo Equity Securities (including any issuance in respect of a transfer of Symphony Dynamo Equity Securities by any holder thereof, including Holdings) after the date hereof to time, any Person (including Holdings) (any issuance of such Symphony Dynamo Equity Securities being subject to the conditions, limitations and rights prior written consent of Dynavax as set forth in Sections 5(c) and 7(b) hereof, as applicable), Symphony Dynamo hereby covenants and agrees that it shall cause such Symphony Dynamo 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 Dynamo Equity Securities by Dynavax, Symphony Dynamo or any Symphony Dynamo Subsidiary to the Person(s) acquiring such subsequently issued Symphony Dynamo Equity Securities, the Parties acknowledging and agreeing that the sole consideration payable by Dynavax pursuant to this Article VI, Agreement for all or a portion of the outstanding principal balance of Symphony Dynamo Equity Securities now or hereinafter owned by any Person shall be the outstanding Advances made by such Warehouse Facility Lenders Purchase Price. (each such transaction, an “Initial Beneficiary Purchase”), in each case for a purchase price equal c) Dynavax’s right to exercise the Purchase Option granted hereby is subject to the sum offollowing conditions: (i) The Purchase Option may only be exercised for the outstanding balance purchase of such Advances (or portion thereof that is so purchased); plusall, and not less than all, of Holdings’ Symphony Dynamo Equity Securities; (ii) all interest accrued on such Advance (or portion thereof that is so purchased) as of the date that such Initial Beneficiary The Purchase is actually made (such date, the “Initial Beneficiary Purchase Date”)Option may only be exercised a single time; plusand (iii) if so demanded in writing by a Warehouse Facility Agent on behalf of any relevant Person (which demand shall The Purchase Option may 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, exercised only 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”)date hereof.