Unwind Option Clause Samples
An Unwind Option clause grants one or both parties the right to terminate or reverse a transaction or agreement under specified conditions. Typically, this clause outlines the process for unwinding, including notice requirements, timing, and any financial adjustments or penalties that may apply. For example, in a financial contract, it may allow a party to exit a position early if market conditions change significantly. The core function of this clause is to provide flexibility and risk management by allowing parties to mitigate potential losses or adapt to unforeseen circumstances.
Unwind Option a.) The Seller shall have the right (“Unwind Option”) to require the Purchaser to (re)transfer to Seller, all of the Inpixon Shares, as well as any other shares in Inpixon (inclusive of the other Target Group Companies, jointly the “Option Shares”), when the Seller exercises the Unwind Option.
b.) The transfer of the Option Shares shall include all ancillary rights appertaining thereto (Nebenrechte) including the right to receive all profits for the then running financial year beginning and the right to any accrued profits for all previous financial years if and to the extent they have not been distributed to the Purchaser before. Section 2.2, last sentence, shall apply correspondingly.
c.) The Seller may exercise the Unwind Option by written notice to the Purchaser (the “Unwind Option Notice”) at any time during that fifteen (15) month period (the “Unwind Option Exercise Period”) beginning on the first day of the thirty-seventh (37th) month following the Signing Date and continuing to the end of the fifty-second (52nd) month following the Signing Date.
d.) The Unwind Option applies to the entirety of the Option Shares (and not only a certain part and/or amounts thereof).
e.) Immediately upon the exercise of the Unwind Option by the Seller, the Seller and Purchaser shall take all necessary actions and make all necessary declarations and enter into any necessary agreements in the required legal form to complete the (re)assignment of the Option Shares to the Seller. The assignment of the Option Shares shall be made without payment of a purchase price or other remuneration and by granting customary warranties in a scope similar to those granted by Seller to Purchaser under this Agreement. The costs for the notarization (if any) of the related agreements shall be borne by the Seller.
f.) If the Seller exercises the Unwind Option, the Purchaser shall not have any claim against the Seller or the Target Group Companies for damages, indemnification or any other cost compensation or remuneration.
g.) If the Seller exercises the Unwind Option, all unpaid amounts due to the Purchase Price, shall be forgiven.
h.) Should the Seller not exercise the Unwind Option within the Unwind Option Exercise Period, then (i) the Unwind Option will be forgiven and expire without any compensation, and (ii) all unpaid amounts due on the Purchase Price, shall be forgiven.
Unwind Option. If Pipeline exercises the Unwind Option set forth in the Purchase Agreement, this Agreement shall be null and void as of the Effective Date, and Redwood and Processing agree to be bound by the provisions of Article I, Section 3 of the Purchase Agreement.
Unwind Option. At any time after the Closing but prior to the Unwind Option Expiration Date, the Company Parent may, in its discretion, elect to buy from Holdings, and Holdings shall sell to Company Parent, all of the shares of Common Stock of the Company (the “Unwind Option”) in exchange for all of its Equity Consideration, forfeiture of all claims against any Indemnification and Adjustment Escrow Shares, and by issuing to Holdings a promissory note with a principal balance equal to the outstanding balance of the Promissory Note with an interest and payment schedule substantially similar to that under the Promissory Note. The Unwind Option may be exercised by Company Parent by giving notice to Holdings not less than 30 days prior to a closing date for the Unwind Option specified therein. The remaining terms of the Unwind Option shall be based on this Agreement and the applicable Ancillary Documents, mutatis mutandis, and shall be negotiated in good faith by Holdings and Company Parent after notice of an Unwind Option is given by Company Parent.