Option to Sell Sample Clauses
An Option to Sell clause grants one party the contractual right, but not the obligation, to require the other party to purchase a specified asset or interest at a predetermined price within a certain timeframe. In practice, this clause is commonly used in joint ventures or shareholder agreements, where a minority shareholder may want the ability to exit the investment by compelling the majority to buy their shares. The core function of this clause is to provide flexibility and a clear exit strategy for the option holder, thereby reducing uncertainty and facilitating smoother business transitions.
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Option to Sell. At any time after (i) the second anniversary of the acquisition of any of the Initial Properties, or (ii) the second anniversary of the acquisition of any Additional Property (collectively, the “Investment Period”), any Member can seek to obtain a bona fide offer to sell to a third party for cash either (a) all (but not less than all) of its interest in the Company, or (b) one or more Properties owned by the Company; provided that the Property to be sold has been held for two years (the “Offered Interest”). Prior to obtaining such offer, the Member that desires to sell the Offered Interest (the “Selling Member”) shall furnish the Manager and the other Member (the “Other Member”) with notice setting forth the cash price (subject to adjustment as set forth in Section 10.11(i)) and any other material economic terms at which the Selling Member will agree to sell the Offered Interest (the “Offer Notice”). The provisions of this Section shall not apply to a transfer described in Section 10.2(e) or (f), above. If the Offered Interest consists of more than one Property, the Selling Member shall submit a separate Offer Notice with respect to each such Property, and the procedures of this Section 10.5 shall apply separately and independently with respect to each Offer Notice (so that, for example, the Other Member may deliver a separate Response Notice with respect to each Property), and the term Offered Interest shall refer separately to each Property, rather than to such Properties collectively. Under no circumstances shall any Member have the right to Transfer its Interest in the Company, pursuant to this Section 10.5, to any “Prohibited Transferee.” As employed herein, the term Prohibited Transferee shall mean:
Option to Sell. Exsorbet irrevocably and unconditionally grants to APS the right, privilege and option to sell to Exsorbet and Exsorbet hereby irrevocably and unconditionally agrees to purchase, the Shares, for the price and on the terms provided herein. This option can be exercised by APS notifying Exsorbet in writing of the intent to exercise the option, in which case Exsorbet will have ten (10) days to complete the purchase as required herein. In the event the parties cannot agree on a time and place for a closing of the purchase, the closing will occur at the offices of APS in Austin, Texas, at 1:00 p.m. Austin time on the tenth day after APS has given notice of exercise to Exsorbet.
Option to Sell. In the event of the Incapacity of any Party then that Party or his legally empowered representative shall have the option to sell his Share to the other Parties such option to be exercised by notice in writing served within twelve months from the date of the payment of the benefit under the said policy or such later time as the Parties shall, by mutual agreement, determine and on the exercise of such option the other Parties shall purchase the Share.
Option to Sell. In the event of the death of any Party the deceased Party’s personal representatives shall have the option to sell the deceased’s Share to the surviving Parties such option to be exercised by notice in writing served within six months from the date of death or within one month after a grant of representation in respect of the estate of the deceased has been obtained if later or such later time as the Parties shall, by mutual agreement, determine and on the exercise of such option the surviving Parties shall purchase the Share from the deceased Party’s personal representatives.
Option to Sell. The Buyer hereby grants the Developer the right to exercise up to four Sell Options during the period beginning April 1, 1998 and ending June 30, 2001, except that no Sell Option may be exercised within six months after the closing of the sale to the Buyer of a Tranche of Stores. If any Tranche of Stores identified by the Developer in connection with the exercise of any Sell Option includes less than 10 Retail Stores, then thereafter the Developer shall no longer have any right to exercise a Sell Option. Notwithstanding the above, prior to exercising a Sell Option, the Developer shall provide to the Buyer not less than 75 days', nor more than 105 days', prior notice of its preliminary (and non-binding) intention to do so. During such 75-day period, the Buyer shall deliver to the Developer a then-current Prospectus (or such other information as Buyer reasonably determines is required in order to comply with applicable state and federal securities laws). Following receipt of such Prospectus, the Developer may then exercise the Sell Option; provided, however, that the Developer shall have no obligation to exercise a Sell Option (and its failure to do so shall not preclude the Developer from providing any further notice of its preliminary intention to exercise a Sell Option).
Option to Sell. In the event of the death of the Shareholder his personal representatives shall have the option to sell the deceased’s Shares to the Company such option to be exercised by notice in writing served within six months from the date of death or within one month after a grant of representation in respect of the estate of the deceased has been obtained if later or such later time as the Parties shall, by mutual agreement, determine and on the exercise of such option the Company shall purchase the Shares from the deceased Shareholder’s personal representatives.
Option to Sell. In the event of the death of any Primary Owner the deceased Primary Owner’s personal representatives shall have the option to sell the deceased’s Share to the surviving Primary Owners such option to be exercised by notice in writing served within six months from the date of death or within one month after a grant of representation in respect of the estate of the deceased has been obtained if later or such later time as the parties to this agreement shall, by mutual agreement, determine and on the exercise of such option the surviving Primary Owners shall purchase the Share from the deceased Owner’s personal representatives.
Option to Sell. In the event of the Incapacity of the Shareholder then the Shareholder or his legally empowered representative shall have the option to sell his Shares to the Company such option to be exercised by notice in writing served within twelve months from the date of the payment of the benefit under the Policy or such later time as the Parties shall, by mutual agreement, determine and on the exercise of such option the Company shall purchase the Shares.
Option to Sell. Following a conversion of the SAFEs, the Lead Investor will have the option to sell at any time its units of the Company back to the Company, at an aggregate purchase price of USD $1.00.
Option to Sell. Upon (i) the death, retirement (only if Seller is a physician and only as defined below), bankruptcy, insolvency, disability (only if Seller is a physician and only as defined below) or incompetency of Seller, (ii) any other involuntary transfer of any capital stock of the Company now or hereafter owned by Seller, or any interest therein (including, without limitation, transfers of interests upon divorce or death of a spouse of Seller, but excluding any transfers governed by Section 9.3), or (iii) the performance by Seller, during any one-month period, of greater than thirty (30%) of his or her professional medical activities outside of a two hundred (200) mile radius of the center or facility primarily utilized by Seller prior to the date of this Agreement; the Seller's executor, administrator, trustee, custodian, receiver or other legal or personal representative (the "Representative"), or Seller, in the case of retirement or departure, shall give written notice of that fact to the Company. In such event, the Representative or Seller shall have a period of sixty (60) days (the "Put Period") following the date of such death, retirement, bankruptcy, insolvency, disability, incompetency or shift in the geographical location of Seller's practice, as the case may be, within which time it may require that the Company purchase (subject to the remaining provisions of this subsection) all of Seller's capital stock of the Company, upon the terms and conditions hereinafter set forth, by giving notice of such election in writing to Company. The Company may, in its sole discretion, offer all or a portion of such capital stock to its shareholders, on a pro rata basis in relation to each shareholder's percentage ownership of the Company, but any agreement by the shareholders to purchase all or a portion of such capital stock shall not limit the Company's obligation to purchase within the time frame set forth in this Section. If the Company has offered all of such capital stock to its shareholders, and the shareholders have not committed to purchase all of such capital stock within five (5) days from the date of offer, then the Company may, in its sole discretion, offer all or a portion of the remaining capital stock to Prime, in which event Prime must participate in such purchase upon the same terms and conditions as the Company. For purposes of this Agreement, (x) "disability" shall apply only if Seller is a physician and shall mean any condition which in the reasonab...