Memorandum of Option Agreement Sample Clauses

Memorandum of Option Agreement. Upon the request of the Optionee after the Option Effective Date and subject to the prior written consent of the respective lessor under a Real Property Lease, the Seller shall execute and deliver a memorandum of option agreement in substantially the form attached hereto as Exhibit 6.7 for filing by the Optionee in the appropriate real property office of the county in which such Real Property Lease is recorded.
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Memorandum of Option Agreement. Upon Grantee’s request, the parties shall execute a Memorandum of Option Agreement to be recorded among the appropriate land records in which ownership of the Option Property is recorded. The cost of recording said Memorandum shall be borne by Grantee.
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Memorandum of Option Agreement. This Memorandum of Option Agreement is made as of the day of , 201 . Notice is hereby given of a Lease Option Agreement (the “Agreement”) dated the day of , 202 , by and between of , (the “Grantor”), and , a limited liability company, its successors and assigns (the “Grantee”).
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Memorandum of Option Agreement. Parties agree to execute a memorandum of option agreement (“Option Memorandum”) concurrent with executing this Agreement and Parties shall have the right to record the Memorandum. The Parties have executed this Agreement as of the date stated below. By: Name: Title: Dated: COUNTY: BOARD OF COUNTY COMMISSIONERS, COUNTY OF XXXXX, STATE OF NEVADA By: Name: Title: Dated: Exhibit A
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Memorandum of Option Agreement. This Agreement shall not be recorded but the parties agree to execute the Memorandum of Option Agreement attached hereto as Exhibit B and it shall be recorded in the Registry of Deeds at the Town’s expense.
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Memorandum of Option Agreement. The Seller currently owns the Glendale Property (as defined in Exhibit A attached hereto). Promptly following the Opening of Escrow (as defined below), Buyer and Seller shall execute, acknowledge and deliver to Fidelity National Title Agency, Inc. (“Escrow Agent”), 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (Attention: Xxxxx Xxxxxxxxx), a memorandum of this Agreement in the form attached hereto as Exhibit B to be recorded against the Glendale Property (the “Memorandum of Option Agreement”). Seller currently owns an option to purchase the Phoenix Property. In consideration of the terms and conditions contained herein, Buyer shall execute, acknowledge and deliver to Escrow Agent a Termination of Option Agreement and Release, in the form attached hereto as Exhibit C (the “Memorandum Release”). Escrow Agent is hereby instructed to record the Memorandum of Option Agreement in the official records of Maricopa County, Arizona promptly after the Due Diligence Termination Date (as defined below, and as may be extended) and Buyer’s deposit of the Second Deposit (as defined below). Seller agrees to purchase the Phoenix Property in consideration of the mutual promises, terms and conditions herein. Promptly after Seller acquires the Phoenix Property, the parties agree to execute and record an amendment to the Memorandum of Option Agreement in order to subject the Phoenix Property (as defined below) to the Memorandum of Option Agreement (in addition to, and not in substitution for, the Glendale Property). If this Agreement is subsequently terminated in accordance with the provisions of this Agreement, Escrow Agent is hereby irrevocably authorized, without additional notice to Buyer, to record the Memorandum Release.
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Memorandum of Option Agreement. A Memorandum of this Agreement shall be executed simultaneously with this Agreement and such Memorandum shall thereafter be recorded in the public records.
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Memorandum of Option Agreement 
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Related to Memorandum of Option Agreement

  • MEMORANDUM OF AGREEMENT Re: Article 15,

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Amendment of Option This Agreement and the terms of the Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable due to any addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of WGNB and the Grantee.

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO, for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds Trust, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % EXHIBIT A PROMISSORY NOTE $100,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at One Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 xx immediately available United States dollars, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This Note shall amend, restate, supersede and replace that certain promissory note dated July 20, 2007 in the original principal amount of $100,000,000 executed by the Existing Borrower in favor of the Bank (the “Existing Note”). Any amounts outstanding under the Existing Note shall be deemed to be outstanding under this Note. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

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