Optionee's Notice Sample Clauses

Optionee's Notice. Optionee shall have fifteen (15) days after receipt of a Right of First Offer Notice from Optionor (an “Optionee Election Date”) to deliver a written notice to Optionor of its election to acquire the Subject Property (a “Optionee’s ROFO Election Notice”) for units of limited partnership of Optionee (“OP Units”) with a “Market Value” (as defined below) equal to the purchase price set forth in Optionee’s Election Notice or, if mutually agreed upon by the Optionee and Optionor, cash. Optionee’s ROFO Election Notice must contain the proposed purchase price and other material economic and other terms (including allocation of closing costs), but shall assume that Optionor is prepared to enter into a purchase and sale agreement comparable to the terms set forth in the Contribution Agreement by and between the Optionor and Optionee, dated as of the date hereof (the “Contribution Agreement”), including but not limited to the making of the representations and warranties contained in Exhibit C therein, under which Optionee is prepared to purchase the Subject Property and shall constitute a written offer by Optionee to purchase the Subject Property on the terms contained therein.
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Optionee's Notice. Optionee shall have thirty (30) days after receipt of any Right of First Offer Notice from an Optionor (each, an "Optionee Election Date") to deliver a written notice to such Optionor of its election to acquire the Subject Property ("Optionee's Election Notice") for units of limited partnership of Optionee ("OP Units") with a "Market Value" (as defined below) equal to the purchase price set forth in Optionee's Election Notice or, if mutually agreed upon by the Optionee and such Optionor, cash. If a Right of First Offer Notice includes Third Party Terms which such Optionor is prepared to accept, Optionee's Election Notice shall accept such terms, without condition or contingency, or Optionee's Election Notice will be deemed an election by Optionee not to acquire the Subject Property. If a Right of First Offer Notice does not include Third Party Terms which such Optionor is prepared to accept, Optionee's Election Notice must contain the proposed purchase price and other material economic and other terms (including allocation of closing costs) under which Optionee is prepared to purchase the Subject Property. In either event, Optionee's Election Notice shall constitute a written offer by Optionee to purchase the Subject Property on the terms contained therein.
Sample 1

Related to Optionee's Notice

  • Death or Disability of Optionee In the event of the death or disability (as that term is defined in the Plan, "Disability") of the Optionee within a period during which the Option, or any part thereof, could have been exercised by the Optionee ("Option Period"), the Option shall lapse unless it is exercised within the Option Period and in no event later than twelve months after the date of the Optionee's death or Disability by the Optionee or the Optionee's legal representative or representatives in the case of a Disability or, in the case of death, by the person or persons entitled to do so under the Optionee's last will and testament or if the Optionee fails to make a testamentary disposition of the Option or shall die intestate, by the person or persons entitled to receive the Option under the applicable laws of descent and distribution. An Option may be exercised following the death or Disability of the Optionee only if the Option was exercisable by the Optionee immediately prior to his death or Disability. In no event shall the Option be exercisable after the Expiration Date. The Committee shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this paragraph 8 to exercise the Option.

  • Nontransferability; Death or Disability of Optionee This option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during Optionee’s lifetime only by Optionee. If Optionee dies while serving as a director or an employee of the Bancorp or a subsidiary corporation, or during the three (3) month period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee’s death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee’s death but before such expiration, the persons to whom Optionee’s rights under this option shall have passed by will or by the laws of descent and distribution or the executor or administrator of Optionee’s estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be a director or an employee of the Bancorp or a subsidiary corporation. If Optionee terminates his or her directorship or employment because of disability (as defined in Section 22(e)(3) of the Code), Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within one (1) year of the date of termination, or before the expiration date specified in Paragraph 2 hereof, whichever is earlier.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Disability of Optionee If the Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, this Option may be exercised for a period of twelve (12) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Optionee’s Undertaking The Optionee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Agreement and the Plan.

  • Optionee Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative or beneficiary to whom this Option may be transferred by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in Code section 414(p), the word “Optionee” shall be deemed to include such person.

  • Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of [# OF SHARES] Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $[PRICE] per Share (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

  • Termination Upon Notice This Agreement may be terminated at any time without cause by either party giving the other party one hundred eighty (180) days written notice.

  • Termination of the Option The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

  • Continuous Service For purposes of this Agreement, the Continuous Service of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (a) transfer of his or her employment among the Company and its Subsidiaries or (b) a leave of absence approved by a duly constituted officer of the Company or a Subsidiary.

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