Purchase Option Clause Samples
A Purchase Option clause grants one party, typically the lessee or tenant, the right to buy the leased or rented asset at a specified time and price. This clause outlines the conditions under which the option can be exercised, such as notice requirements, purchase price calculation, and any deadlines. Its core practical function is to provide flexibility and certainty for the party considering ownership, while also clarifying the process and terms to prevent future disputes.
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Purchase Option. (a) Senior Creditor shall give Junior Agent a copy of any written notice of acceleration of any Senior Debt given by Senior Creditor to one or more Debtors, concurrently with, or as soon as practicable after, the giving of such notice to such Debtors. For a period of 10 calendar days following receipt of such notice by Junior Agent (the “Option Period”), Junior Creditors shall have the option (the “Purchase Option”) to purchase from Senior Creditor (i) all, but not less than all, of the Senior Debt owed to Senior Creditor at the time of purchase (excluding the Retained Debt, as defined below) and (ii) all of Senior Creditor’s right, title and interest in and to, and all of Senior Creditor’s obligations under, the Senior Loan Documents (excluding the Retained Interests, as defined below, and excluding all rights and remedies of Senior Creditor under and with respect to any warrant, registration rights agreement, capital stock of any Debtor and other similar equity investments) (all such property referred to in clauses (i) and (ii) being collectively called the “Assigned Interests”). At any time during the Option Period, Junior Creditors may exercise the Purchase Option by causing Junior Agent to deliver to Senior Creditor a written notice of intent to exercise the Purchase Option (the “Purchase Option Notice”), in which notice Junior Agent shall specify the date of closing (which shall be a business day within the Option Period). On the closing date specified in the Purchase Option Notice, Senior Creditor shall, pursuant to an assignment agreement in form and substance satisfactory to Senior Creditor and Junior Creditors, assign all of its right, title and interest in and to the Assigned Interests to Junior Creditors, without representation, recourse or warranty (except as expressly set forth below), upon Senior Creditor’s receipt of payment, in cash (and in immediately available federal funds by wire transfer to a bank account designated by Senior Creditor), of the purchase price (the “Option Purchase Price”), which shall be an amount equal to 100% of the Senior Debt owed on the date of payment to Senior Creditor (it being understood and agreed to by all parties that any purchase and sale consummated pursuant to this Section 10 shall be deemed to be a prepayment of all of the Senior Debt for all purposes of the Senior Loan Documents), including, without limitation, (w) all unpaid interest, fees and any other charges, without regard to whether or not such a...
Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6.
(b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the de...
Purchase Option. (a) A total of 900,000 shares of the Stock ("Purchasable Shares") shall be subject to the right and option of the Company to repurchase such shares ("Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to serve as an employee, officer, consultant or member of the Board of Directors of the Company for any reason, or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.
(b) Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase the Unvested Shares pursuant to exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or its assignee) shall tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors o...
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ____________ (“Holder”), as registered owner of this Purchase Option, to Fortissimo Acquisition Corp. (“Company”), Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or ___________ __, 2007 (“Commencement Date”), and at or before 5:00 p.m., New York City local time, ________ __, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to __________ (________) units (“Units”) of the Company, each Unit consisting of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $____ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Purchase Option. (Check One) ❏ - The Company shall allow the Recipient to void this agreement at any time and release all liability in connection with this agreement by payment to the Company in the amount of US Dollars ($ ). ❏ - The Company does not allow the Recipient to be released of liability from this agreement for any monetary amount or reason whatsoever.
Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or their designees) on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of ______ units ("Representative's Units") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units except that the Warrants included in the Representative's Units ("Representative's Warrants") have an exercise price of $____ (___% of the exercise price of the Warrants included in the Units sold to the public). The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative's Unit of $___, which is equal to _________ (___%) of the initial public offering price of a Unit. The Representative's Purchase Option, the Representative's Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Public Securities and the Representative's Securities are hereinafter referred to collectively as the "Securities." The Representative understands and agrees that there are significant restrictions against transferring the Representative's Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative's Purchase Option.
Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.
Purchase Option. (a) The Class A Member shall have the right, but not the obligation (the “Purchase Option”), on the eleventh anniversary of the Initial Funding Date (the “Purchase Option Date”), upon giving the Company and all other Members 60 days’ written notice, to purchase all (but not less than all) of the outstanding Class B Interests from all of the Class B Members by exercise of the Purchase Option (the “Purchase Option Exercise Notice”).
(b) The consideration for the Transfer of the Class B Membership Interests to the Class A Member pursuant to the Purchase Option shall be an amount (payable in United States dollars) equal to the Purchase Option Price.
(c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) 60 days after the applicable Purchase Option Exercise Notice is given or (ii) such later date as may be required to obtain either a determination of the Purchase Option Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.
(d) If the Purchase Option is exercised, at the closing of the Transfer, (1) each Class A Member which has given a Purchase Option Exercise Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as Class B Members may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Purchase Option) an amount equal to the Purchase Option Price (determined in accordance with Section 9.7(b)), and (2) each Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be required to make the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (1) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those ob...
Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of 525,000 units ("Representative's Units") for an aggregate purchase price of $100. Each of the Representative's Units is identical to the Firm Units. The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the four-year anniversary of the Effective Date at an initial exercise price per Representative's Unit of $10.00 (125% of the initial public offering price of a Unit). The Representative's Purchase Option, the Representative's Units, the Warrants included in the Representative's Units ("Representative's Warrants") and the shares of Common Stock issuable upon exercise of the Representative's Warrants are hereinafter referred to collectively as the "Representative's Securities." The Public Securities and the Representative's Securities are hereinafter referred to collectively as the "Securities." The Representative understands and agrees that there are significant restrictions against transferring the Representative's Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative's Purchase Option.
Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or their designees) on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 1,250,000 Units (“Representative’s Units”) for an aggregate purchase price of $100. Each of the Representative’s Units is identical to the Firm Units. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $10.00 per Representative’s Unit. The Representative’s Purchase Option, the Representative’s Units, the Warrants underlying the Representative’s Units (the “Representative’s Warrants”) and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Purchase Option during the first year after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option.