The Option Agreement. As an inducement and condition to Grantee's and Merger Sub's willingness to enter into the Merger Agreement, and in consideration thereof, the board of directors of Issuer has approved the grant to Grantee of the Option pursuant to this Agreement; provided, that such grant was expressly conditioned upon, and made of no effect until after, execution and delivery by Issuer, Grantee and Merger Sub of the Merger Agreement.
The Option Agreement. 3 ARTICLE II CONVERSION OF SHARES 2.1 CONVERSION.................................................... 4 2.2
The Option Agreement. The parties acknowledge that Safety Fund and Buyer have entered into that certain Stock Option Agreement dated as of even date herewith (the "Option Agreement") pursuant to which Safety Fund has granted ---------------- to Buyer the right to purchase certain shares of Safety Fund Common Stock (as defined in Section 2.1 hereof) upon terms and conditions specified in the Option Agreement.
The Option Agreement. As an inducement to the willingness of the Acquiror to enter into this Plan, the Company will, immediately after the execution and delivery of this Plan by the parties hereto, enter into a Stock Option Agreement with the Acquiror in the form set forth in Annex 1 (the "Option Agreement"), pursuant to which the Company will grant to the Acquiror an option to purchase authorized but unissued shares of Company Common Stock in an amount equal to 19.9% of the outstanding shares of Company Common Stock upon the terms and conditions therein contained.
The Option Agreement. The Company shall have delivered to Purchaser the Option Agreement, duly executed by the Company and 550 DMV shall have delivered the Option Agreement (as defined in Section 7(k)), duly executed by 550 DMV.
The Option Agreement. A true and accurate copy of the Option Agreement is attached hereto as Exhibit “1”.
The Option Agreement. The option agreement is a contract by which the parties agree that one of them (the promisor) should remain bound by its own statement of consent, and the other (the beneficiary) should be able, within a given timeframe, to accept or reject that state- ment of consent regarding the conclusion of a contract. It may be distinguished from the preference agreement by the fact that the preference agreement does not result in obligations for the promisor unless he or she decides in the future to conclude a con- tract. The option agreement, on the other hand, presupposes a firm commitment from the promisor, only the beneficiary having the freedom to accept or reject the promi- sor’s declaration of consent. In general, the time period for exercising this option is established through the pact itself, but the law can also set maximum limits. The option agreement must contain all the elements of the contract that the parties seek to close so that it can be concluded through a simple acceptance by the beneficiary of the option, without any other expression of will on the part of the promisor. Thus, the promisor has already irrevocably consented to the conclusion of the contract through the option agreement, and the birth of the contract depends exclusively on the will of the beneficiary. For this reason, the right to exercise the option by which the contract arises is an option right. The contract is concluded when the beneficiary exercises the option in the sense of accepting the declaration of consent previously made by the promisor, under the conditions agreed through the agreement. Both the option agreement and the declaration of acceptance must be concluded in the form provided by law for the contract that the parties seek to conclude. If the beneficiary of the option does not exercise his or her rights arising from the agree- ment, the option lapses. The option agreement is more than a simple irrevocable offer made by the promi- sor, even though it produces similar effects. In reality, it is a contract that grants a specific right to the beneficiary to decide on the fate of the contract. It has been pointed out that the option agreement is a complex juridical act that contains in its mechanism a unilateral act—the offer to conclude the contract—and an ancillary agreement, which is the proposal made by the promisor to keep the offer open for a Chapter III specific duration.3 This opinion has been criticized because the elements of the fore- shadowed contract are...
The Option Agreement. 1 The bracketed language to be added in connection with a sale or financing.
The Option Agreement. (i) the Option Agreement is a legal and enforceable agreement to acquire up to a 100% interest in the Concession;
The Option Agreement. In consideration of the payments pursuant to Section I hereof, the parties to the Option Agreement consent to the consummation of the transactions contemplated hereby and agree to the termination of the Option Agreement immediately prior to the consummation of such transactions. Xxxxxx acknowledges that he has no other rights to acquire shares of the Company's capital stock.
