Liquidity Option Sample Clauses

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Liquidity Option. (a) Within six months after the eight year anniversary of the Initial Closing Date (the “Liquidity Exercise Period”), and solely to the extent the Company and the Operating Partnership have not consummated a Liquidity Event, the Purchaser shall have the option (the “Liquidity Option”), but not the obligation, to require the Operating Partnership to purchase from the Purchaser, in whole and not in part, any OP Units previously issued to the Purchaser upon exercise of the Warrants and shares of Common Stock previously issued to the Purchaser upon redemption of such OP Units at a price equal to the product of (A) the number of OP Units held by the Purchaser at the time of exercise of the Liquidity Option that were issued upon previous exercise of any Warrants and (without duplication) the number of shares of Common Stock held by the Purchaser at the time of exercise of the Liquidity Option that were issued upon redemption of such OP Units (the “Covered Securities”) and (B) 95% of the most recent estimated net asset value of a share of Common Stock approved by the Board and publicly announced by the Company (the “Liquidity Price”). The Company shall have the right to elect to pay such Liquidity Price in cash or in the form of a two-year note with a 5.0% annual interest rate and other terms and conditions that are customary in the market and mutually agreed by the Company and the Purchaser (“Liquidity Note”); provided, that such Liquidity Note shall, in the case of a default by the Company of the terms and conditions thereof, (I) the interest rate shall be increased to 4% and (II) the Specified Holder (as defined in the Articles Supplementary) shall have substantially similar rights as those set forth in Section 9 of the Articles Supplementary as to having the right to require a Required Asset Sale (as defined in the Articles Supplementary). As used herein, “Liquidity Event” means any of (w) a Change of Control (as defined in the Articles Supplementary) of the Company or the Operating Partnership that results in the Purchaser receiving, or having the right to receive pursuant to the agreement of limited partnership of the Operating Partnership, consideration solely in the form of cash or immediately liquid securities listed on a national securities exchange under Section 6 of the Exchange Act, (x) a liquidation, dissolution and winding up of the Company and the Operating Partnership, (y) a Listing (as defined in the Articles Supplementary) and/or (z) an exercis...
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Liquidity Option. Promoter shall establish and provide to the investors in each Partnership a mechanism for exchanging Partnership interests for an interest in PowerSource within six (6) months of the full funding of each Partnership.
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Liquidity Option. From time to time, the Pittsburgh Bank may elect to grant to the MPF Provider a 100% participation in all the Agency Loans funded pursuant to Delivery Commitments entered into by the Pittsburgh Bank on a given Business Day after the MPF Provider has received notice from the Pittsburgh Bank of its intent to exercise this Liquidity Option (“Designated Loans”). The MPF Provider hereby agrees to acquire a 100% participation in the Designated Loans designated by the Pittsburgh Bank, pursuant to a MPF Liquidity Option Participation Agreement in a form mutually acceptable to the parties. The Pittsburgh Bank shall designate Designated Loans by giving notice to the MPF Provider in accordance with the procedures set forth in the FHLB Guide.
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Liquidity Option. Promoter shall establish and provide to the investors in each Partnership a mechanism for exchanging Partnership interests for an interest in Power Source within six (6) months of the full funding of each Partnership.
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Liquidity Option. The Company shall establish and provide to the investors in each LLC a mechanism for exchanging LLC interest for an interest in PowerSource within twelve months of the full funding of each LLC.
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Liquidity Option. The Company may elect to pursue a Liquidity Transaction (the “Liquidity Option”).
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Liquidity Option. If an underwritten public offering by the Company has not been consummated on or before the second anniversary of the date of this Agreement then Messrs. Moli▇▇ ▇▇▇ Beve▇▇▇▇▇ ▇▇▇ll have the option (the "Liquidity Option") to cause all the Shareholders to each offer 20% of their shares of Common Stock for sale to an independent third party.
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Liquidity Option. Upon the terms, and subject to the conditions, of this Agreement: (a) Enterprise hereby grants M&B the option (the “Liquidity Option”) to sell to Enterprise all of the outstanding capital stock of OTA (the “Option Securities”). The Liquidity Option can only be exercised by written notice by M&B to Enterprise (the “Exercise Notice”) during the Exercise Period (the date in the Exercise Period on which M&B actually provides notice of such exercise, the “Exercise Date”). If M&B exercises the foregoing Liquidity Option on or prior to the Exercise Date, upon the terms and subject to the conditions of this Agreement, Enterprise agrees to acquire and accept from M&B the Option Securities and to pay to M&B the Strike Price on the seventh (7th) Business Day following the Exercise Date (the “Settlement Date”). The Liquidity Option shall be exercisable only with respect to all of the outstanding Option Securities and shall not be partially exercisable. The Liquidity Option may not be exercised by M&B, and any delivery of the Exercise Notice shall be invalid with respect thereto, if on the Exercise Date any of the conditions to Closing that are set forth in Sections 8.01 and 8.02 are not already capable of being satisfied as of the Exercise Date (including any representations and warranties that speak as of the Settlement Date, which shall be read as if they were as of the Exercise Date). (b) The Exercise Notice delivered by M&B shall contain statements and certification of the following matters signed by an executive of M&B: (i) a statement affirming that the Liquidity Option is exercisable in compliance with the last sentence of Section 2.01(a); (ii) copies of the financial statements described in Section 3.06; (iii) the number of Enterprise Common Units (or other Reference Securities) that are owned by OTA on the Exercise Date and will be owned by OTA at Closing (the “OTA-Owned Enterprise Common Units”); (iv) the amount of indebtedness of OTA, if any (or a statement that the amount is zero), that will be satisfied or released prior to Closing; (v) a reasonably-detailed description of the liabilities, if any (or a statement that there will be none), permitted by Section 8.02(d)(ii)(B) that are to remain with OTA, the dollar value of each such liability, and the total amount of cash also remaining with OTA, all estimated as of the Settlement Date; and (vi) a calculation of the Strike Price.
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Related to Liquidity Option

  • Payment of Option Price The purchase price of Common Stock upon exercise of this Option shall be paid in full to the Corporation at the time of the exercise of the Option in cash or by the surrender to the Corporation of shares of previously acquired Common Stock which shall have been held by the Participant for at least six (6) months and which shall be valued at Fair Market Value on the date the Option is exercised, or by a combination of cash and such Common Stock.

  • Top-Up Option (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

  • Standard Option The Connecting Transmission Owner shall design, procure, and construct the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, using Reasonable Efforts to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, and Applicable Laws and Regulations. In the event the Connecting Transmission Owner reasonably expects that it will not be able to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the specified dates, the Connecting Transmission Owner shall promptly provide written notice to the Developer and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.