Back-In Right Sample Clauses

Back-In Right. (a) In the event that Stillwater’s Participating Interest reduces to less than twenty percent (20%) but remains equal to or greater than five percent (5%), Stillwater shall have the right at its sole and absolute discretion, to elect to exercise the right (the “Back-in Right”) to acquire from a percentage portion of Generation’s Participating Interest to increase Stillwater’s Participating Interest to twenty percent (20%), as of the date that Stillwater elects to exercise the Back-in Right (the “Back-in Right Interest”). The Back- in Right will be a one-time right, exercisable at any time on or after the completion and delivery of a Feasibility Study to the Management Committee, but prior to the expiry of ninety (90) days following the Commercial Production Decision Date.
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Back-In Right. Upon the Triggering Event, TIL and MAS shall have the right to acquire a total additional 15% Carried Interest in the Monterde Project for an amount equal to the lesser of 22.5% of the total exploration and development costs (including the costs of carrying out a feasibility study) incurred since the Effective Date on the Monterde Project or US$168,750 (herein called the "Back-In Right Fee"). Of the additional 15% Carried Interest TIL shall have the right to acquire a 3% Carried Interest under this section for a price equal to the lesser of 4.5% of the total exploration and development costs incurred since the Effective Date or US$33,750 and MAS shall have the right to acquire a 12% Carried Interest under this section for a price equal to the lesser of 18% of the total exploration and development costs incurred since the Effective Date or US$135,000. The total exploration and development costs incurred by KRI shall be determined at the time the Triggering Event occurs and shall be included in a notice of the Triggering Event which shall be given by KRI to the Developers forthwith after the occurrence of the Triggering Event. The Developers shall have the right to exercise their Back-In Right by paying the Back-In Right Fee in full for a period of sixty (60) days following notice from KRI of the Triggering Event. Each of the Developers shall provide notice to the other and to KRI within 45 days following receipt of the Triggering Event notice from KRI if it intends to exercise its Back-In Right and failing such notice a Developer who has given notice of its election to exercise its Back-In Right shall be entitled to the Back-In Right of the non-electing Developer and may exercise the Back-In Right with respect to the non-electing Developers percentage in accordance with the terms and conditions presented to the non-electing Developer. The Developers shall maintain at all times the right to immediately accelerate their Back-in Right by giving notice to KRI of such decision and submitting payment in the amount of $168,750. The Developers shall only have the right to accelerate their Back-in Right for the entire 15% Carried Interest. The Parties acknowledge and agree that in the case of any sale, transfer or joint venture of an interest in the Monterde Project Properties by KRI that the Developers shall have the prior right of consultation and review with KRI regarding the terms and conditions of such sale or joint venture. KRI acknowledges that it shall act i...
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Back-In Right. For a period of ninety (90) days following the date of this Agreement, Goldcorp shall, at its sole discretion, have the right to elect by notice in writing delivered to Halo to exercise the right (the "Back-in Right") to acquire from Halo (i) a twenty-five (25%) percent interest in and to the Unpatented Property such that Goldcorp will thereafter have a sixty-five (65%) percent undivided recorded and beneficial interest in and to the Unpatented Property and Halo will have a thirty-five (35%) percent undivided recorded and beneficial interest in and to the Unpatented Property, (ii) an eighteen and three-quarters (18.75%) percent interest in and to the Seventy-Five % Claims such that Goldcorp will thereafter have a forty-eight and three quarters (48.75%) percent undivided registered and beneficial interest in and to the Seventy-Five % Claims and Halo will have a twenty-six and one-quarter (26.25%) percent undivided registered and beneficial interest in and to the Seventy-Five % Claims and (iii) a twelve and one-half (12.5%) percent interest in and to the Patented Property such that Goldcorp will thereafter have a thirty-two and one-half (32.5%) percent undivided registered and beneficial interest in and to the Patented Property and Halo will have a seventeen (17.5%) percent undivided registered and beneficial interest in and to the Patented Property, by giving notice of such election in writing to Halo and by paying Halo $6,000,000.00 on or before the expiration of such ninety (90) day period. If Goldcorp advises Halo in writing that it does not intend to exercise the Back-in Right or fails to give such a notice and make such payment within the ninety (90) day time frame for doing so, Halo shall issue and deliver one million (1,000,000) fully paid and non-assessable common shares of Halo, free and clear of all Encumbrances (the "Option Shares") to Goldcorp in accordance with and subject to section 7.4 below.
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Back-In Right. Xstrata has the right to repurchase a 50% undivided working interest in the Property on which a Treshold Resource (as defined in the First Tower Purchase Agreement) is discovered.
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Back-In Right. Effective upon the Option Earn-In Date, Duncan Park does hereby grant to Sphere the Back-In Right for the Back-In Period. If Sphere exercises the Back-In Right, Sphere shall have earned a 51% undivided interest in the Property, free and clear of any and all Encumbrances, save and except for the 3 1/2% NSR to Camp McMan.
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Back-In Right. (a) For a period of sixty (60) days following the date of the Optionor receiving all of the exploration results and confirmation of Expenditures from the Optionee, the Optionor shall, at its discretion, have the right to elect by notice in writing delivered to the Optionee:
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Back-In Right. 1. CVSA shall have a “back-in” right in respect of each Project, exercisable after ESTELAR has completed 10,000 meters of drilling on the relevant Project. The “back-in” right is for a 60% interest on the relevant Project. In the event CVSA elects to exercise its back in right in respect of any Project CVSA shall reimburse ESTELAR an amount equal to 2.5 the amounts incurred as Expenditures on the relevant Project minus CVSA’s historic expenditures on the relevant Project. CVSA’s 60% interest can be increased to 70% by CVSA providing project financing for ESTELAR’s 30% development share, at industry standard terms, to be repaid by ESTELAR on an agreed basis. CVSA’s historic expenditures for a particular project will be calculated in the same manner as Expenditures that are incurred by Exeter under this agreement.
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Back-In Right. Except in the circumstances described in Section 8.8, if the actual costs incurred in carrying out an Approved Program are less than 80% of the costs budgeted therefor, the Operator will notify those parties who were Participating Parties at the time of approval of the Approved Program and who elected not to participate therein of such fact and provide such parties with a period of 30 days in which to re-elect and to pay their proportionate share of the costs actually incurred under the Approved Program, plus interest thereon at the Prime Rate. If within such period such costs and interest are paid, the paying Participating Party(s) will be deemed to have participated in the Approved Program and the provisions of Section 8.10 will not apply.
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Back-In Right. (a) Barrick Bullfrog has reserved unto itself from the grant of rights to Rocky Mountain hereunder the right to acquire a 51.00% undivided interest in the Properties (“Back-In Right”) upon payment of the consideration and subject to the terms and conditions as described in the Back-in Right Agreement attached as Exhibit D hereto (the “Back-in Right Agreement”). On the date of the Closing, Barrick Bullfrog and Rocky Mountain will execute the Back-in Right Agreement.
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Related to Back-In Right

  • Step-In Right If Lyra elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra will give Lian notice thereof within a reasonable period (but not less than [***] days) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of Lyra’s responsibility for Prosecuting any of the Patent Rights to Lian under this Section 7.2(b) (Step-In Right), (i) Lyra will promptly deliver to Lian copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and (ii) such Patent Right shall no longer extend the Royalty Term pursuant to Section 6.2(b) (Royalty Term).

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than eighteen (18) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice; and (iv) the Lease then remains in full force and effect and Original Tenant or a Permitted Assignee occupies the majority of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Step-In Rights If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e. perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

  • Rejection Right The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 5.2(a) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 5.2(a) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrower (“Retained Declined Proceeds”); provided that in the case of any mandatory repayment of Term Loans required to be made pursuant to Section 5.2(a)(iii), any Declined Proceeds shall be reallocated and paid to the Term Loan Lenders that have not rejected such mandatory prepayment on a pro rata basis and shall not constitute Retained Declined Proceeds.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Repurchase Right In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

  • Participation Right From the date hereof through the two (2) year anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Purchase Right Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

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