Switch Option Clause Samples

A Switch Option clause grants one or both parties the right to change from one contractual arrangement or product to another during the term of the agreement. Typically, this clause outlines the conditions, notice requirements, and any fees or adjustments that apply when exercising the switch, such as moving from a fixed-rate to a variable-rate service or changing between different service tiers. Its core practical function is to provide flexibility and adaptability, allowing parties to respond to changing needs or market conditions without renegotiating the entire contract.
Switch Option. Unless Ex-Im Bank otherwise agrees in writing: (i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option. (ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations: (A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000; (B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000; (C) replacement Serial Notes may only be issued to the Noteholder of the outstanding Serial Notes being replaced; and (D) the Lender must be the only Person named as payee on any replacement Note. (iii) For each new Note or Note Series on which the Lender requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate: (A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by Guarant...
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Switch Option. Birmingham shall have the one-time option to exchange the Royalty Payments described in sections 2.1 and 2.2 hereof from AGGRASTAT to MC-1, by exercising the Switch Option.
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Related to Switch 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.

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • 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.

  • Standard Option The Connecting Transmission Owner shall design, procure, and construct the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, using Reasonable Efforts to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be required to undertake any action which is inconsistent with its standard safety practices, its material and equipment specifications, its design criteria and construction procedures, its labor agreements, and Applicable Laws and Regulations. In the event the Connecting Transmission Owner reasonably expects that it will not be able to complete the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades by the specified dates, the Connecting Transmission Owner shall promptly provide written notice to the Developer and NYISO, and shall undertake Reasonable Efforts to meet the earliest dates thereafter.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.