Step Up Option Clause Samples

Step Up Option. Upon the consummation of a Qualified Acquisition and until the completion of the fourth (4th) consecutive full Financial Quarter ending after the closing of such Qualified Acquisition (the “Increase Period”), at the Borrower’s option (with prior written notice to the Administrative Agent), the maximum Total Net Leverage Ratio permitted under Section 6.04(a) shall be temporarily increased to 4.00:1.00 to accommodate permitted Debt associated with such Qualified Acquisition (the “Step-Up Option”); provided that, (i) Increase Periods may not be successive unless the Financial Covenant would have been complied with (calculated without regard to the utilization “trigger” contemplated by Section 6.04(a)) for at least two (2) consecutive Financial Quarters without giving effect to a Step-Up Option and (ii) there shall be a maximum of two (2) Increase Periods in the aggregate during the term of the Facility.
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Step Up Option. This Condition 5.3 applies to Notes in respect of which the applicable Final Terms indicates that the Step Up Option is applicable (Step Up Notes). The Rate of Interest for Step Up Notes will be the Rate of Interest specified in, or determined in the manner specified in, the applicable Final Terms, provided that if a Step Up Event has occurred, then for any Interest Period commencing on or after the Interest Payment Date immediately following the first Notification Deadline after the Reference Year, the Initial Rate of Interest (in the case of Fixed Rate Notes) or the Initial Margin (in the case of Floating Rate Notes) shall be increased by the Step Up Margin (such increase, a Step Up). For the avoidance of doubt, a Step Up may only occur once during the term of the Step Up Notes. The Rate of Interest (in the case of Fixed Rate Notes) or Margin (in the case of Floating Rate Notes) will not decrease to the Initial Rate of Interest or the Initial Margin, as applicable, regardless of any of the Recycled Materials Percentage, the Scope 1 and 2 GHG Emissions Percentage, the Scope 3 GHG Emissions Percentage for any other specified Reference Year following the occurrence of a Step Up. The Issuer will cause the occurrence of a Step Up Event and the related increase in the Rate of Interest (in the case of Fixed Rate Notes) or Margin (in the case of Floating Rate Notes) to be notified to the Principal Paying Agent, and, in accordance with Condition 14, the Noteholders as soon as reasonably practicable after such occurrence and in no event later than the relevant Notification Deadline. In this Condition:
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Step Up Option. This Condition 4.3 (Step Up Option) is applicable to Notes (Step Up Notes) only if the Step Up Option is specified in the applicable Final Terms as being applicable. The Rate of Interest for Step Up Notes will be the Rate of Interest specified in the applicable Final Terms or otherwise determined in accordance with Condition 4 (Interest), provided that for any Interest Period commencing on or after the Interest Payment Date immediately following a Step Up Event (or a Step Up Event comprising the Cumulative Step Up Event if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable), if any, the Initial Rate of Interest (in case of Fixed Rate Notes) or the Initial Margin (in the case of Floating Rate Notes) shall be increased by the relevant Step Up Margin (or Cumulative Step Up Margin if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable) specified in the applicable Final Terms. The applicable Final Terms shall specify whether one or more Step Up Events shall apply in respect of each Series of Sustainability-Linked Notes and the relevant Step Up Margin in respect of each such event. The occurrence of a Step Up Event (or a Step Up Event comprising the Cumulative Step Up Event if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable) will be notified by the Issuer to the Agent and, in accordance with Condition 13 (Notices), the Noteholders as soon as reasonably practicable after such occurrence and, in respect of the relevant Step Up Event, no later than the relevant Step Up Event Notification Date. Such notice shall be irrevocable and shall specify the Initial Rate of Interest (in the case of Fixed Rate Notes) or the Initial Margin (in the case of Floating Rate Notes) and the relevant Step Up Margin (or Cumulative Step Up Margin if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable). For the avoidance of doubt, (i) an increase in the Rate of Interest following a Step Up Event (or a Step Up Event comprising the Cumulative Step Up Event if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable) may occur no more than once in respect of the relevant Step Up Notes and (ii) if the applicable Final Terms specifies that a Cumulative Step Up Event is applicable, the Cumulative Step Up Event will occur and the Cumulative Step Up Margin will apply if the Step Up Events comprising the Cumulative Step Up Event occur. For the p...
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Step Up Option. This Condition 4.3 (Step Up Option) is applicable to Notes (Step Up Notes) only if the Step Up Option is specified in the applicable Final Terms as being applicable. The Rate of Interest for Step Up Notes will be the Rate of Interest specified in the applicable Final Terms or otherwise determined in accordance with Condition 4 (Interest), provided that for any Interest Period commencing on or after the Interest Payment Date immediately following a Step Up Event, if any, the Initial Rate of Interest or, in the case of Floating Rate Notes, the Initial Margin, shall be increased by the Step Up Margin specified in the applicable Final Terms. The occurrence of a Step Up Event will be notified by the Issuer to the Agent and, in accordance with Condition 13 (Notices), the Noteholders on the Step Up Event Notification Date. Such notice shall be irrevocable and shall specify the Initial Rate of Interest (in the case of Fixed Rate Notes) or the Initial Margin (in the case of Floating Rate Notes), the Step Up Margin and the Step Up Date. For the avoidance of doubt, an increase in the Rate of Interest may occur no more than once in respect of the relevant Step Up Notes. For the purposes of this Condition 4.3 (Step Up Option): CH4 means methane.
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Step Up Option. This Condition 5(c) applies to Notes in respect of which the applicable Final Terms indicate that the Step Up Option is applicable (“Step Up Notes”). The Rate of Interest for Step Up Notes will be the Rate of Interest specified in the applicable Final Terms (in the case of Fixed Rate Notes) or otherwise determined in accordance with Condition 5 (Interest) and with the applicable Final Terms (in the case of Floating Rate Notes), provided that for any Interest Period commencing on or after the Interest Payment Date immediately following a Step Up Event, if any, the Initial Rate of Interest (in the case of Fixed Rate Notes) or the Initial Margin (in the case of Floating Rate Notes) shall be increased by the Step Up Margin specified in the applicable Final Terms. For the avoidance of doubt, an increase in the Rate of Interest may occur no more than once in respect of the relevant Step Up Note. In this Condition:
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Step Up Option. This Condition 5(c) applies to Notes in respect of which the applicable Final Terms indicate that the Step Up Option is applicable (“Step Up Notes”). The Rate of Interest for Step Up Notes will be the Initial Rate of Interest specified in the applicable Final Terms, provided that for any Interest Period commencing on or after the Interest Payment Date immediately following a Step Up Event, if any, the Rate of Interest shall be increased by the Step Up Margin specified in the applicable Final Terms. For the avoidance of doubt, an increase in the Rate of Interest may occur no more than once in respect of the relevant Step Up Note. In this Condition:
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Related to Step Up 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.

  • 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.

  • Manner of Exercising Option (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

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

  • CASH SETTLEMENT OPTION The undersigned Existing Tranche C Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Tranche C Term Loans held by such Existing Term Lender repaid on the Third Amendment Effective Date and to purchase by assignment Tranche D Term Loans in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate to such Lender or to allocate less than 100% of the principal amount of such Lender’s Tranche C Term Loans in Tranche D Term Loans. Northwoods Capital XIV, Limited By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., LP As Collateral Manager By: /s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Title: Authorized Signatory ☑ CASHLESS ROLLOVER OPTION Each undersigned Existing Tranche C Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Tranche C Term Loans held by such Lender for a Tranche D Term Loan in a like principal amount. By choosing this option, each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Lender’s Tranche C Term Loans for Tranche D Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Lender’s Tranche C Term Loans for Tranche D Term Loans, in which case the difference between the current principal amount of such Lender’s Tranche C Term Loans and the allocated principal amount of Tranche D Term Loans will be prepaid on, and subject to the occurrence of, the Third Amendment Effective Date.