Rollover Option Sample Clauses

Rollover Option. (a) The Borrower may, during the term of this Agreement, upon giving the Agent a Notice of Rollover in accordance with the same period of notice set out in Section 3.3 in respect of the type of Borrowing which is being rolled over, (i) Rollover any LIBOR Loan (on the last day of the applicable LIBOR Interest Period) to a new LIBOR Loan for a further LIBOR Interest Period, (ii) Rollover a Bankers’ Acceptance (on the maturity date of such Bankers’ Acceptance) or a BA Equivalent Loan (on the maturity date of such BA Equivalent Loan) into another Bankers’ Acceptance or BA Equivalent Loan (as the case may be) or (iii) Rollover any Letters of Credit (on or before the then current expiry date of such Letter of Credit) to an extended or replacement Letter of Credit. (b) The Discount Proceeds of the replacement Bankers’ Acceptances or BA Equivalent Loans (as the case may be) shall be retained by the Agent to be applied by it to: (i) the stamping fees payable pursuant to Section 5.4 in respect of the replacement Bankers’ Acceptances or BA Equivalent Loans (as the case may be); and (ii) the principal amount of the maturing Bankers’ Acceptance or BA Equivalent Loan (as the case may be); and the Borrower shall pay to the Agent, on the maturity date of the maturing Banker’s Acceptance or BA Equivalent Loan (as the case may be), an amount equal to the difference between: (iii) the aggregate of the principal amount at maturity of the maturing Bankers’ Acceptance or BA Equivalent Loan (as the case may be), and the stamping fees payable pursuant to Section 5.4 in respect of the replacement Bankers’ Acceptances or BA Equivalent Loans (as the case may be); and (iv) the Discount Proceeds of the replacement Banker’s Acceptances or BA Equivalent Loans (as the case may be). (c) Notices of Rollover to be given by the Borrower pursuant to this Section 3.9 shall be substantially in the form of Schedule “D” together with, in the case of a Rollover of a Borrowing by way of Bankers’ Acceptances (or BA Equivalent Loans in lieu thereof), Schedule “B”, and shall be given in the manner provided in Section 3.3; provided that any automatic extension of a Letter of Credit which occurs pursuant to its terms and without any further act on the part of the Fronting Bank shall not require delivery of a Notice of Rollover.
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Rollover Option. Agreements The agreements governing the existence of the Rollover Options between the Company, NewAmsterdam Pharma Holding B.V. and the respective Participants, in each case dated on or about the Closing Date (as amended from time to time). Share An ordinary share in the Company’s capital. Subsidiary A subsidiary of the Company within the meaning of Section 2:24a DCC. Transfer The (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).
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Rollover Option. Any Fixed Rate Consignments may be continued as such upon the expiration of a Consignment Period with respect thereto by an Authorized Representative of the Company giving to the Consignor telephonic notice (confirmed in writing by the Consignor) of the Company's decision to continue an outstanding consignment as such. In the event that the Company does not notify the Consignor of its election hereunder with respect to any consignment by 12:00 noon (New York time) two (2) London Banking Days prior to the expiration of the Consignment Period, such consignment shall be become due and payable on the last day of the Consignment Period with respect thereto.
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Rollover Option. If all or part of a lump sum under Section 6.2.1 is used within 30 days as the purchase payment for a new contract issued to the Annuitant's Beneficiary on the same form as this contract, then the new contract will be deemed a continuation, of this contract in computing withdrawal charges under the new contract.
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Rollover Option. In the event the Company undergoes a go-private transaction and Advisor still retains at least thirty-five percent (35%) of his shares in the Company (inclusive of any then unvested F Unit Awards) as of the Transition Start Date, Advisor shall be entitled to “roll-over” such shares in the Company (inclusive of any then unvested F Unit Awards) in an amount and on material terms substantially similar to those of senior management of the Company.
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Rollover Option. On the Baan Rights Expiration Date, the Flet▇▇▇▇ ▇▇▇hts Cap would be increased by an amount equal to the unexercised portion (if any) of the Baan Rights Cap on the Baan Rights Expiration Date, provided that Flet▇▇▇▇ ▇▇▇ not at any time submit an Additional
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Rollover Option. The Company has been advised that the exchange of Shares with “A” rights for New Aurora Shares pursuant to the Rollover Option should constitute a scheme of reconstruction for the purposes of the UK taxation of chargeable gains, and that such exchange should not constitute a disposal of the Shares with “A” rights for the purposes of the UK taxation of chargeable gains. Instead, the New Aurora Shares issued pursuant to the Rollover Option should be treated as replacing the Shares with “A” rights for which they were exchanged and should be treated as having been acquired at the same time and for the same base cost as those Shares with “A” rights are treated as having been acquired. Accordingly, while the individual tax circumstances of Shareholders will differ, a deemed election by a Shareholder, who is resident only in the UK for tax purposes and holds their Ordinary Shares as an investment, to exchange their Ordinary Shares for New Aurora Shares should not generally trigger a liability to UK taxation of chargeable gains in respect of the Ordinary Shares exchanged. Any subsequent disposal of the New Aurora Shares may result in the holder of those New Aurora Shares realising a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains, depending on the holder’s particular circumstances.
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Related to Rollover Option

  • Top-Up Option (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

  • Time of Exercise of Option The Optionee may exercise the option granted herein at any time after the effective date of this Agreement until the date of termination of the option as provided herein.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Company Option “Company Option” shall mean an option to acquire shares of Company Common Stock from the Company, whether vested or unvested.

  • Our Option If we give you written notice within 30 days after we receive your signed, sworn proof of loss, we may repair or replace any part of the damaged property with material or property of like kind and quality.