First Option Clause Examples
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First Option. Life Annuity - An annuity payable during the lifetime of the Annuitant, ceasing with the last payment due prior to the death of the Annuitant. There is no Death Benefit payable to the Beneficiary under this Option. SECOND OPTION - Life Annuity With a Cash Refund - An annuity payable during the lifetime of the Annuitant. At the death of the Annuitant, any remaining value will be paid to the Beneficiary. The remaining value equals the Contract Value, less Premium Tax, minus the sum of all annuity payments made. This option is only available for fixed dollar annuity payments. VA03-14/15 Page 15 Printed in U.S.A. B660R0.FRM THIRD OPTION - Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and for as long as the Annuitant is living. If at the death of the Annuitant, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments We will use an interest rate We determine at Our discretion. To calculate the present value of variable annuity payments, We will use the AIR elected by the Contract Owner when this annuity option was selected and the Annuity Unit value on the date of receipt of Due Proof of Death. FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity payable during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. Payments will cease with the last payment prior to the death of the survivor. FIFTH OPTION - Joint and Last Survivor Life Annuity with Payments for a Period Certain - An annuity payable for a specified number of years and during the lifetimes of the Annuitant and the Joint Annuitant and thereafter during the remaining lifetime of the survivor. At the time of electing this annuity option, the Contract Owner may elect reduced payments over the remaining lifetime of the survivor. If at the death of the survivor, payments have been made for less than the period selected, the remaining payments will be made to the Beneficiary. The Beneficiary may elect to receive the present value of the remaining payments in one sum. To calculate the present value for fixed dollar annuity payments ...
First Option. Contemporaneously with the delivery of the Option IND Package for the first Option Target, Surface will provide written notice in the form set forth on Exhibit J (the “Option Selection Notice”) to Novartis indicating whether the Option for the first Option Target will be a Regional Option or a Global Option. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
First Option. Each First Option Noteholder hereby agrees and acknowledges that its rights to compensation in addition to the purchase prices set forth in this Agreement in connection with any Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase (including, for all purposes of this Section 8.1, any Optional Note Purchase completed prior to the date hereof), ECF Purchase and/or Rio Note Purchase of any First Option Note completed in accordance with this Agreement shall be solely as follows:
(a) Each First Option Noteholder, to the extent each such First Option Noteholder has sold First Option Notes pursuant to the Upfront Purchase, the Subsequent Upfront Purchase, the Optional Note Purchase, the ECF Purchase and/or the Rio Note Purchase provisions of this Agreement shall have the right (1) in the case of clause (i) below, until six (6) months after the maturity date of the Mortgage Loan (as the same may be extended) and (2) in the case of clause (ii) below, until six (6) months after the date the Mortgage Loan is paid in full, in each case, to participate in payments of all net cash proceeds from:
(i) any sale or other disposition of any Individual Property (other than the Rio Las Vegas made prior to the earlier to occur of (A) the repayment in full of the Loan and the Mezzanine Loan or (B) the Maturity Date of the Loan), including as a result of any casualty or condemnation, in each case in excess of the applicable Release Price (as defined in the Mortgage Loan Agreement and each Mezzanine Loan Agreement) with respect to such Individual Property and not otherwise required to be applied to repay the Loan or any Mezzanine Loan; and
(ii) any refinancing of the Mortgage Loan and the Mezzanine Loan at any time in which the net proceeds are in excess of the outstanding principal balance of the Mortgage Loan and the Mezzanine Loan at such time. Any such excess proceeds from subclause (i) or (ii) above shall be allocated as follows:
(A) first, to the ▇▇▇▇▇▇’▇ Parties in an amount equal to aggregate amounts paid in connection with each Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase and ECF Purchase plus an amount that would equate to an annual internal rate of return of twenty percent (20%) thereon,
(B) second, twenty percent (20%) of any remaining amounts shall be allocated to the ▇▇▇▇▇▇’▇ Parties and eighty percent (80%) of such remaining amounts shall be allocated to First Option Noteholders (in the individual amounts specified in Sectio...
First Option. Lessor hereby grants to Lessee the option to extend the term of this Lease for a five (5) year period commencing on the date the prior term expires (the "First Option Period") upon each and all of the following terms and conditions:
(a) Lessee gives to Lessor on a date which is prior to the date that the First Option Period would commence (if exercised) by at least six (6) and not more than twelve (12) months, a written notice of exercise of the option to extend this Lease for said additional term, time being of the essence. If said notification of the exercise of said option is not so given and received, this option shall automatically expire;
(b) The provisions of Paragraph 39, including the provision relating to default of Lessee set forth in Paragraph 39.4, of this Lease are conditions of this option;
(c) All of the terms and conditions of this Lease except where specifically modified by this option shall apply;
(d) Any prior Lessee that has not been expressly released from liability under this Lease, and any guarantor of the Lessee's performance hereunder, expressly reaffirms in writing the extension of their liability for the term of the option; and
(e) Subject to adjustment as provided in Paragraph 39.8, the monthly Base Rent for each month of the First Option Period shall be ninety-five percent (95%) of the Fair Market Rent (as defined below) of the Premises as of the commencement of the First Option Period, but in no event less than the monthly Base Rent scheduled to be paid during the month prior to the commencement of the First Option Period.
First Option. In the event YPS, at any time during the term of this Agreement, receives one or more bona fide offers from another party to have YPS provide, or support the provision of, a product or service offering similar to the products or services provided by YPS hereunder within any portion of the [***], YPS immediately thereafter shall notify Publisher of the offer(s). The notification from YPS shall identify the portion of the [***] to which the offer(s) relates, contain a description of the product and/or service to be provided, and (to the extent not proscribed by any confidentiality agreement by which YPS is bound) disclose the general terms and conditions upon which the product or service is proposed to be provided. Publisher will have the right (Publisher’s “First Option Right”) to expand the products and services provided under this Agreement to include any of Publisher’s classified directories that are published and distributed primarily within that portion of the [***] identified in YPS’s notice, provided Publisher gives YPS notice of Publisher’s election to expand the coverage of this Agreement and the products and services provided hereunder to one or more of those directories within ten (10) business days of Publisher’s receipt of YPS’s notice. If Publisher so notifies YPS, YPS will be obligated to provide the products and services contemplated in this Agreement for the directories identified by Publisher and those directories thereafter shall be considered a part of, and included in, the Directories subject to this Agreement. Those products and services will be provided by YPS in accordance with the terms and conditions of this Agreement, including the price for such services as specified in this Agreement. The terms contained in the third party offer(s) will not apply to YPS’s provision of such products or services. To the extent Publisher does not so elect to expand the scope of this Agreement, YPS shall be permitted to accept the third party offer(s) identified in its notice to Publisher.
First Option. Provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, either at the time of exercise of Tenant's option or at the time the extended term commences, Tenant will have the option (the "First Option") to extend the term of this Lease beyond the initial 6 year, 2 month term (the "Initial Term") for an additional period of five (5) years (the "First Option Period"), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord by an unequivocal written notice of such desire. Landlord shall, within thirty (30) days of receipt of such notice, advise Tenant in writing of the minimum monthly rent Landlord desires to charge for the First Option Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the time of such exercise.
First Option. Before transferring or disposing of all of its Joint Venture Interest (or any interest therein), the Proposing Transferor shall serve a Transfer Notice on the other Shareholder stipulating the Prescribed Price. Upon receipt of a Transfer Notice, the other Shareholder shall have the right and first option for a period of thirty (30) days to purchase all of the Joint Venture Interest at the Prescribed Price.
First Option. Landlord grants Tenant an option (the "First Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "First Option Term"). The First Option applies only to the Premises and is on the following conditions:
A. Notice of Tenant's interest in exercising the First Option must be given to Landlord no earlier than fourteen (14) months and no later than twelve (12) months prior to the Expiration Date.
B. Tenant's rights pursuant to this paragraph are personal to Tenant and may not be assigned. Tenant's right to exercise the First Option is conditioned on: (i) Tenant not being in default at the time of exercise or at the time of commencement of the First Option Term; and (ii) Tenant not having subleased or vacated more than 25% of the Premises or assigned its interest under the Lease as of the commencement of the First Option Term. Upon an assignment of the Lease, this Section is null and void.
C. The First Option granted hereunder will be upon the terms of the Lease, except that the annual Base Rent during each year of the First Option Term will be an amount equal to 115% of the Base Rent payable in the last year of the Initial Term, as more specifically referenced in the commencement agreement executed by Tenant on or about the Commencement Date.
D. After failure to exercise the First Option, Tenant shall have no further rights to extend the Term.
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS royalties on Net Sales of Product calculated separately in respect of each band of income in each calendar year at the rate of royalty set out opposite the relevant band in the table below. Royalties on Net Sales below **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales above **** * ***
First Option. In further consideration for the exercise of the First Option, ROCHE shall pay to ENS the following amounts in accordance with and at the times set out as follows. Phase II Initiation * *** Phase III Initiation * *** NDA Filing of first indication in US * *** NDA Filing of first indication in EU * *** NDA Filing of first indication in Japan * *** First Commercial Sale in US * *** First Commercial Sale in EU * *** First Commercial Sale in Japan * *** First time annual Net Sales exceed US$**** * *** First time annual Net Sales exceed US$**** * ***