Option Purchase Price Clause Samples
The Option Purchase Price clause defines the amount or method for determining the price at which an option holder can purchase the underlying asset or property. Typically, this clause specifies whether the price is fixed, based on a formula, or subject to appraisal at the time the option is exercised. By clearly outlining how the purchase price is set, the clause provides certainty to both parties and helps prevent disputes over valuation when the option is exercised.
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Option Purchase Price. Subject to Section 6.3 (a)(iv) --------------------- below, if the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or its subsidiaries by reason of death, normal retirement at age 65 or more under the Company's or its subsidiaries' normal retirement policies, or disability, the "Option Purchase Price" for the Incentive Securities to be purchased from such Management Investor (or the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of Adjusted Cost Price multiplied by the Purchase the Closing Date Number After the first anniversary of the Closing Adjusted Cost Price multiplied by 80% of the Date, and on or prior to the second Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of the Closing Date, and on or prior to the Purchase Number, plus Adjusted Net Earnings third anniversary of the Closing Date Cost Price multiplied by 40% of the Purchase Number After the third anniversary of the Closing Adjusted Cost Price multiplied by 40% of the Date, and on or prior to the fourth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of the Closing Date and on or prior to the fifth Purchase Number, plus Adjusted Net Earnings anniversary of the Closing Date Cost Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) if the Management Investor shall cease to be employed by the Company or its subsidiaries for any reason other than those set forth in the first sentence of this Section 6.3 (a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all Incentive Securities to be purchased from the Management Investor (and his Permitted Transferees and the persons or entities deemed to be inclu...
Option Purchase Price. Upon exercise, the Executive shall pay to Catellus $7.00 per Option Share (the "Option Purchase Price").
Option Purchase Price. The “Option Purchase Price” for the Management Securities to be purchased from such Management Investor, and his or her Permitted Transferees, or his or her heirs, executors, administrators, transferees, successors and assigns, pursuant to the Purchase Option (the number of Management Securities to be so purchased being the “Purchase Number”) shall equal the Fair Market Value Price multiplied by the Purchase Number. As used herein:
Option Purchase Price. In consideration of its acquisition of all of the issued and outstanding capital stock of Echo Connect Holdings pursuant to the Echo Connect Purchase Agreement, the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined therein), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and...
Option Purchase Price. The purchase price for the purchase of the Ground Lease Property pursuant to the Ground Lease Purchase Option (the "Ground Lease Option Price") shall be the price that would be agreed upon between a willing buyer, under no compulsion to buy and a willing seller, under no compulsion to sell, for unimproved land comparable in size and location to the Land, exclusive of any Improvements, at the time of Ground Lessee's exercise of the Ground Lease Purchase Option and taking into consideration, among other relevant factors, the condition of the Land and the encumbrances affecting the title to the Land at the time of the exercise of the Option. If Ground Lessor and Ground Lessee cannot agree upon such price within seven (7) days after the Option Exercise Notification Date, the Ground Lease Option Price shall be determined as follows:
(a) Not later than fourteen (14) days after the Option Exercise Notification Date, Ground Lessor and Ground Lessee each shall appoint a real estate appraiser familiar with properties in the vicinity of the Land and shall notify the other party of its appointment. If the two appraisers agree upon the Ground Lease Option Price within twenty-one (21) days after the Option Exercise Notification Date, such price will be binding upon Ground Lessor and Ground Lessee. If the two appraisers cannot agree upon the Ground Lease Option Price within such time period, then, not later than twenty-eight (28) days after the Option Exercise Notification Date, such appraisers shall appoint a third real estate appraiser familiar with properties in the vicinity of the Land. Immediately after such appointment (and in no event later than thirty (30) days after the Option Exercise Notification Date), each of the first two appraisers will submit his/her best estimate of the Ground Lease Option Price, together with a written report supporting such estimate, to the third appraiser. Not later than thirty-five (35) days after the Option Exercise Notification Date, the third appraiser will select the estimate of the Ground Lease Option Price he/she concludes to be the closest to the definition thereof set forth in the first sentence of this Paragraph 6.02 and shall notify Ground Lessor and Ground Lessee of such selection. The estimate so selected by the third appraiser will be binding upon Ground Lessor and Ground Lessee.
(b) If a third appraiser must be chosen pursuant to Subparagraph 6.02(a) and the first two appraisers cannot agree upon the third appraiser wit...
Option Purchase Price. This Option shall entitle the Holder hereof to purchase the Option Shares at the Strike Price. The Strike Price and the number of Option Shares evidenced by this Option Certificate are subject to adjustment as provided in Article 6.
Option Purchase Price. On any Business Day on or after August 25, 2011, Lessee may purchase the Equipment from Lessor at a price equal to the principal amount outstanding on the Rental Payment Date immediately preceding the date of calculation (unless such date is a Rental Payment Date, in which case, the principal amount outstanding as of such date), plus accrued interest from such Rental Payment Date to such date of calculation at the rate of interest per annum in effect for the period during which the calculation is made, as set forth in Exhibit “C.”
Option Purchase Price. The purchase price for this Option (the “Option Purchase Price”) shall be one hundred dollars ($100), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Option Purchase Price is payable, in cash, upon execution and deliver of this Agreement.
Option Purchase Price. Upon exercise of vested Option Shares, the Director shall pay to the Company $ per Option Share (the “Option Purchase Price”) being exercised.
Option Purchase Price. Optionee shall be granted an option to acquire the Property from Grantor free and clear of all liens for a purchase price of $993,000.00 for a period commencing on the date of Optionee satisfies all of its obligations in Paragraphs 3 and 4 of this Contract and ending on August 25th, 2022. The conveyance of the Property to Optionee following the exercise of the Option in accordance with this Contract must be completed no later than August 25th, 2022.