PURCHASE AND SALE OF OPTION INTEREST Clause Samples

PURCHASE AND SALE OF OPTION INTEREST. If at any time more than five years after the date of this Agreement, the subject matter of a dispute described in section 10.01(a) or 10.01(b) of this Agreement cannot be resolved pursuant to the procedures set forth in section 10.01 within thirty (30) days of the submission of such dispute to the applicable officers of the parties (or a decision not to submit), and if such 30-day period began to run after the date which is five (5) years after the date hereof, then GE shall be obligated to purchase from Emcore, and Emcore shall be obligated to sell to GE, the entire Membership Interest of Emcore as of the date THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Dispute Notice is given (the "Option Interest") for a price equal to *** of Emcore's Membership Interest. The process for determining *** of the Option Interest shall be commenced promptly following such 30-day period. The closing of the purchase and sale of the Option Interest shall be consummated as soon as practicable following the determination of ***of the Option Interest, but in no event more than 30 days thereafter (subject to any extension necessary to comply with any applicable regulatory requirement). The purchase price shall be paid in cash at the closing. *** of Emcore's Membership Interest shall again be determined as of the dates which are twelve (12) months (the "12 Month ***") and twenty four (24) months (the "24 Month ***") after the date as of which*** is initially determined under section 10.02 of this Agreement. Promptly after the determination of (A) the 12 Month ***, GE shall pay to Emcore in cash an amount equal to the excess, if any, of such 12 Month *** over *** and (B) the 24 Month ***, GE shall pay to Emcore in cash an amount equal to the excess, if any, of such 24 Month *** over the greater of *** and the 12 Month ***.
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PURCHASE AND SALE OF OPTION INTEREST. If at any time more than five years after the date of this Agreement, the subject matter of a dispute described in section 10.01(a) or 10.01(b) of this Agreement cannot be resolved pursuant to the procedures set forth in section 10.01 within thirty (30) days of the submission of such dispute to the applicable officers of the parties (or a decision not to submit), and if such 30-day period began to run after the date which is five (5) years after the date hereof, then GE shall be obligated to purchase from Emcore, and Emcore shall be obligated to sell to GE, the entire Membership Interest of Emcore as of the date
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Related to PURCHASE AND SALE OF OPTION INTEREST

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Shares Subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the Underwriters that number of Firm Shares set forth opposite the name of the Company in Schedule II annexed hereto, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I annexed hereto. The Selling Shareholder hereby grants to the Underwriters the right to purchase at their election in whole or in part up to 180,000 Optional Shares at the purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of covering over-allotments in the sale of Firm Shares. If the option granted hereby is exercised in whole or in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to which such election shall have been exercised by the Underwriters by a fraction, the numerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Any such election to purchase Optional Shares may be exercised by written notice from the Underwriters to the Selling Shareholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree, to furnish or cause to be furnished to the Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Subsequent Time of Delivery. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as set forth in the Prospectus.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.