Buyout Option. (a) This Section 9.2 shall apply to any of the following events (each a “Buyout Event”):
Buyout Option. At any time during any Buyout Exercise Period the Tranche B Lender may (but shall not be obligated to) give notice to the Administrative Agent (the "Buyout Acceptance Notice") of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) as of the date on which such assignment is made. The Tranche B Lender's buy out right under this ss.3.7 may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders. Following its exercise of the buy out right under this ss.3.7, the Tranche B Lender shall (a) not waive or alter the Revolving Credit Early Termination Fee or alter the payment provisions in ss.13.4 to change when the Revolving Credit Early Termination Fee would be paid and (b) upon receipt of any amounts on account of the Revolving Credit Early Termination Fee, pay such amounts to the Administrative Agent for the account of the Revolving Credit Lenders in accordance with their Commitment Percentages as of the date of the buy out under this ss.3.7.
Buyout Option. Erasca will notify Katmai within thirty (30) days after the first achievement of Clinical Proof of Concept for any Indication (the “POC Notice”). Erasca shall have the right, exercisable by written notice to Katmai within [***] ([***]) days after Erasca provides the POC Notice, to submit to Katmai a non-binding offer, including purchase price and other material terms, for (a) the purchase of all Licensed Patents, Licensed Know-How and other assets owned by Katmai that are necessary or useful for Exploitation of Licensed Products in the Licensed Field in the Territory or (b) for the purchase of Katmai. Within [***] ([***]) days following receipt of Erasca’s purchase proposal, Katmai may either decline, accept or counter Erasca’s offer with its own proposed purchase terms. If Katmai accepts or counters Erasca’s offer within such [***] ([***]) day period, then for an additional [***] ([***]) days after Erasca’s receipt of such acceptance or counter from Katmai (the “Negotiation Period”), the Parties shall negotiate in good faith the terms of an agreement pursuant to which Erasca may purchase such assets or Katmai. If the Parties do not enter into an agreement governing Erasca’s purchase of such assets or Katmai within the Negotiation Period, then upon mutual agreement of the Parties, an independent, third-party investment bank or investment advisory firm (a “Firm”) with expertise in the pharmaceutical field shall be engaged by the Parties at the expense of the Party that initiated the discussion regarding the purchase of Katmai or Katmai’s assets within the following[***] ([***]) days to (i) review each Party’s respective valuations of the relevant assets or Katmai, (ii) conduct its own independent valuation analysis of such assets or Katmai, and (iii) deliver and review with the Parties the Firm’s own independent valuation assessment of such assets or Katmai. Neither Katmai or Erasca shall be obligated to accept any proposed terms, whether made by Erasca or Katmai or the Firm. After the Firm provides the assessment described in subsection (iii), the Parties may by mutual agreement continue to negotiate the terms of such purchase of such assets or Katmai in their sole discretion. Unless and until the Parties in their sole discretion enter into an agreement pursuant to which Erasca acquires such assets or Katmai, Katmai’s rights to receive all milestone, royalty, and other payments payable to it pursuant to this Agreement shall continue in full force and effec...
Buyout Option. If Elpida and IM cannot reach agreement on the Royalties then Elpida may terminate the Agreement and maintain a perpetual, non-exclusive, royalty free license under and to IM Inventions and any IM Intellectual Property Rights therein and thereto (i) to use, make, have made, import, offer to sell, sell, lease and otherwise dispose of the Products, (ii) to modify or make derivatives of the CDP Developed Technology, and (iii) to sublicense the same to Elpida Affiliates or to Third Parties who manufacture Products based on Elpida Background IP or Elpida Inventions by paying IM the following amounts: a) the [*] and b) a one time up front, pre-paid royalty of [*] (“Buyout Option”). The amounts set forth in the preceding sentence shall be paid by Elpida to IM within [*] days of the Royalty Determination Date. If Elpida elects this Buyout Option then the IP Ownership terms of Section 3.3 shall be modified for Intellectual Property Rights conceived after the Royalty Determination Date so that as between the parties, (a) Intermolecular shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors, and (b) Elpida shall own Intellectual Property Rights first conceived after the term of the CDP by its employees or contractors.
Buyout Option. No later than ninety (90) days prior to the last day of each of (i) the tenth (10th) Contract Year of the Contract Term, (ii) the fifteenth (15th) Contract Year of the Contract Term and (iii) the twentieth (20th) Contract Year of the Contract Term, Buyer may deliver Notice to Seller indicating whether it elects to purchase the Facility. If Buyer elects to make a purchase, Buyer shall pay to Seller a “Buyout Payment” within thirty (30) days prior to the last day of such Contract Year equal to the Fair Market Value of the Facility as of such date, as determined pursuant to clause (2) below.
Buyout Option. Upon expiration of the lease term and provided no Event of Default shall have occurred and be continuing, Lessee shall have the option to purchase on an AS-IS, WHERE-IS basis, not less than all of the Equipment (and an assignment of all of Lessor’s rights, title and interest in the Software, if any) for its then fair market value, calculated as a percentage of the aggregate monthly lease payments in accordance with the following: If the term of this Lease is forty-eight (48) months or more, the buyout option as a percentage of the aggregate lease payments shall be ten percent (10%). If the term of this Lease is thirty-six (36) to forty-seven (47) months, the buyout option as a percentage of the aggregate lease payments shall be fifteen percent (15%). If the term of this Lease is twenty-four (24) to thirty-five (35) months, the buyout option as a percentage of the aggregate lease payments shall be twenty percent (20%). If the term of this Lease is twelve (12) to twenty-three (23) months, the buyout option as a percentage of the aggregate lease payments shall be twenty-five percent (25%). The exercise of this option must be communicated to Lessor in writing at least thirty (30) days prior to the expiration of the lease term. Purchase option payment will be due at lease expiration.
Buyout Option a. At any time after the first anniversary of the Effective Date, and during the term of the Agreement or after termination of the Agreement, pursuant to Sections 2(c), 2(e), or 2(f), Athena shall have the right, at its sole discretion, to purchase the operations of the AHS Entities dedicated to Athena (the “Buyout Option”) by providing written notice to AHS USA stating its intention to exercise such right. The operations of the AHS Entities would be transferable to Athena, one of its affiliates, or a third party, and the structure of such acquisition would be finalized prior to execution of the purchase agreement effecting the buyout, as mutually agreed by the parties hereto.
Buyout Option. On or after June 30, 2015 and prior to the Existing Expiration Date, XX XXXX has the right to exercise the Buyout Option, on the terms and subject to the conditions of this Management Agreement. For the avoidance of doubt, the Buyout Option may not be consummated prior to June 30, 2015, notwithstanding the delivery of the Buyout Notice prior to such date.
Buyout Option. 97 SECTION 14.03 CPLP TRANSACTION................................................................ 98
Buyout Option. Until the buyout option provided for in the Buyout Agreement has expired by its terms without being exercised, issue any Common Stock or any other Equity Securities other than (i) upon conversion of Preferred Stock if and to the extent that the conversion privilege is exercised, (ii) upon the exercise of stock options that are outstanding on the Closing Date, (iii) upon the exercise of Stock Purchase Warrants outstanding on the Closing Date and (iv) 25,000 shares issued to Xxxxx Xxxxxx for services rendered. Upon completion of a Qualified Offering, the Company shall no longer be obligated to comply with the requirements of this Section 8.
