Prime Purchase Option Clause Samples

Prime Purchase Option. Prime is hereby granted the option to purchase all of the Membership Interests of UST subject to and on the terms and conditions set forth in this Section 11.1 (the "Prime Purchase Option"). 11.1.1 Prime shall have the right to exercise the Prime Purchase Option at any time on or between the 180th day and the 150th day (the "Prime Option Period") prior to the maturity of the Loan made to the Company pursuant to the terms of the Loan Documents. Prime shall exercise the Prime Option, if at all, by providing written notice to UST at any time during the Prime Option Period. 11.1.2 The purchase price for the UST Membership Interests shall be equal to the greater of (a) the value of the UST Membership Interests in the Company, determined based upon a deemed sale of the Property (and as if the proceeds of such sale were distributed pursuant to Section 5.3) at a value calculated using the Pro Forma Net Operating Income of the Company for the twelve (12) month period commencing on the date that is one (1) month prior to the maturity date of the Loan, divided by a capitalization rate of eight and one-half percent (8.5%), less the actual amount of all unpaid tenant improvement allowances and rental allowances for any Current Lease (with no double counting), to the extent such amounts have not been placed in escrow by the Company in connection with any such Current Lease, or (b) the UST Invested Capital Threshold. 11.1.3 If Prime exercises the Prime Purchase Option, it will deposit with Near North National Title Insurance Corporation earnest money in the amount of $6,000,000. The earnest money s▇▇▇▇ ▇▇ deposited within two (2) business days ▇▇▇▇▇ ▇he date Prime exercises the Prime Purchase Option. The earnest money shall be applied to the purchase price at the c▇▇▇▇▇▇ of the acquisition by Prime of the UST Membership Interests. The earnest money shall be non-refundable if the acquisition by Prim▇ ▇▇ ▇▇e UST Membership Interests fails to close as a result of a default by Prime. 11.1.4 The closing of the acquisition by Prime of the UST Membership Interests under this Section 11.1 will occur on the date that is ninety (90) days prior to the maturity date of the Loan made to the Company pursuant to the Loan Documents.
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Related to Prime Purchase Option

  • Substitute Purchase Option In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or their designees) on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of ______ units ("Representative's Units") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of $____ (___% of the exercise price of the Warrants included in the Units sold to the public). The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative's Unit of $___, which is equal to _________ (___%) of the initial public offering price of a Unit. The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Public Securities and the Representative's Securities are hereinafter referred to collectively as the "Securities." The Representative understands and agrees that there are significant restrictions against transferring the Representative's Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative's Purchase Option.

  • Purchase Options Neither the Property nor any part thereof is subject to any purchase options or other similar rights in favor of third parties.

  • Representatives Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, for an aggregate purchase price of $100.00, an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 420,000 Units (the “Representative’s Units”). The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $10.00, which is equal to the Offering price per Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, Common Stock included in the Representative’s Units, Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.”