Notice and Options Clause Samples

Notice and Options. The transferor (or the Managing Member on the transferor’s behalf) shall provide written notice (Original Notice) to each other Class B Member of the identity of the proposed transferee and the date of the proposed Transfer at least 120 days before the date of the proposed Transfer. The other Class B Members may exercise their options to purchase the Offered Interest by giving written notice to the transferor within 90 days of the date of the Original Notice. If the other Class B Members offer to purchase more than the Offered Interest, the Offered Interest shall be purchased by each purchasing Class B Member in the same proportion as that Member’s Value Account balance attributable to Class B Membership Interests bears to the aggregate Value Account balances of the Class B Members exercising their options to purchase under this subparagraph attributable to their Class B Membership Interests, or as they otherwise may agree. The purchase price shall be the proportionate share of the transferring Member’s Value Account attributable to the Offered Interest, to be paid within 120 days of the date of the Original Notice.
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Notice and Options. The Secretary of the Corporation shall provide the Stockholders (including the Stockholder whose Shares are the subject of the Prohibited Transaction) with notice of a Prohibited Transaction. Upon delivery of such notice, the other Stockholder and the Corporation shall have options to purchase, in accordance with and subject to the requirements and limitations (including time limitations) set forth in Section 3.2, the Shares which are the subject of the Prohibited Transaction and, if the other Stockholder elects, the remaining Shares shown on the books of the Corporation as then being owned by the Stockholder whose Shares are the subject of the Prohibited Transaction, with the following adjustments: The date on which the notice called for in this Section 4.2 has been given shall be deemed the Notice Date for purposes of computing the time periods for exercising options as to the Shares which are the subject of the Prohibited Transaction, regardless of when the Prohibited Transaction took place. If the other Stockholder does not elect to purchase all of the Shares owned by the Stockholder whose Shares are the subject of the Prohibited Transaction, then the Corporation shall redeem all, but not less than all, of the Shares of the Stockholder whose Shares are the subject of the Prohibited Transaction for which no option has been exercised.
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Notice and Options. The transferor (or the Managing Member on the transferor’s behalf) shall provide written notice (Original Notice) to the Managing Member and to each other Member of the identity of the proposed transferee and the date and terms (including the price in the case of a third party sale) of the proposed Transfer at least 120 days before the date of the proposed Transfer. The Managing Member then may cause the Company to purchase all, but not less than all, of the Offered Interest on the terms and conditions set forth below, or, within 60 days of the date of the Original Notice, the Managing Member may provide all of the other Members (other than the transferor) written notice of their option to purchase among any one or more of them all, but not less than all, of the Offered Interest on the price and terms described below (and the delivery of such notice to the Members shall terminate the Company’s purchase option under this subparagraph 7.7(a)). The Company or the other Members, as the case may be, may exercise their options to purchase the Offered Interest by giving written notice to the transferor within 90 days of the date of the Original Notice. If the other Members offer to purchase more than the Offered Interest, the Offered Interest shall be purchased by each purchasing Member in the same proportion as that Member’s Value Account balance bears to the aggregate Value Account balances of the Members exercising their options to purchase under this subparagraph, or as they otherwise may agree. Notwithstanding the foregoing, in the event the proposed Transfer of the Offered Interest is the result of a Divorce Event, the transferring Member who was the spouse of the proposed transferee shall have the first option to purchase the Offered Interest. If that spouse elects to purchase less than all of the Offered Interest, the remaining portion of the Offered Interest may be purchased by the Company and by the other Members as described above. The purchase price shall be the lower of (i) the proportionate share of the transferring Member’s Value Account balance attributable to the Offered Interest and (ii) in the case of a third party sale, the price specified in the Original Notice, in either case to be paid within 120 days of the date of the Original Notice.
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Related to Notice and Options

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

  • Options (1) Upon receipt of Instructions relating to the purchase of an option or sale of a covered call option, the Custodian shall: (a) receive and retain confirmations or other documents, if any, evidencing the purchase or writing of the option by a Fund; (b) if the transaction involves the sale of a covered call option, deposit and maintain in a segregated account the Securities (either physically or by book-entry in a Securities System) subject to the covered call option written on behalf of such Fund; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance with any notices or other communications evidencing the expiration, termination or exercise of such options which are furnished to the Custodian by the Options Clearing Corporation (the "OCC"), the securities or options exchanges on which such options were traded, or such other organization as may be responsible for handling such option transactions. (2) Upon receipt of Instructions relating to the sale of a naked option (including stock index and commodity options), the Custodian, the appropriate Fund and the broker-dealer shall enter into an agreement to comply with the rules of the OCC or of any registered national securities exchange or similar organizations(s). Pursuant to that agreement and such Fund's Instructions, the Custodian shall: (a) receive and retain confirmations or other documents, if any, evidencing the writing of the option; (b) deposit and maintain in a segregated account, Securities (either physically or by book-entry in a Securities System), cash and/or other Assets; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance with any such agreement and with any notices or other communications evidencing the expiration, termination or exercise of such option which are furnished to the Custodian by the OCC, the securities or options exchanges on which such options were traded, or such other organization as may be responsible for handling such option transactions. The appropriate Fund and the broker-dealer shall be responsible for determining the quality and quantity of assets held in any segregated account established in compliance with applicable margin maintenance requirements and the performance of other terms of any option contract.

  • Futures and Options If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (Tri-Party Agreement), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (Margin Account), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the Margin Account in accordance with the provisions of the such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6. The Custodian shall in no event be responsible for but shall give prompt notice to the Fund in the event it becomes aware of the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.

  • Renewal Options a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.