Purchase Option Contract Clauses (140)

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of EarlyBirdCapital, Inc. ("Holder"), as registered owner of this Purchase Option, to Big Rock Partners 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 _____________, 2018 ("Commencement Date"), and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ("Effective Date") of the Co...mpany's registration statement ("Registration Statement") pursuant to which Units are offered for sale to the public ("Offering"), but not thereafter ("Expiration Date"), to subscribe for, purchase and receive, in whole or in part, up to five hundred thousand (500,000) 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"), one right ("Right(s)") entitling the Holder to receive one tenth (1/10) of a share of Common Stock upon consummation of a Business Combination, and one-half of one warrant ("Warrant(s)"), each whole warrant to purchase one share of Common Stock. Each Right is the same as the right included in the Units being registered for sale to the public by way of the Registration Statement. Each Warrant is the same as the warrant 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. Notwithstanding anything to the contrary, the Holder agrees that it will not be permitted to exercise this Purchase Option or the Warrants underlying this Purchase Option after the five year anniversary of the Effective Date. 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 $10.00 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, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context. View More

Purchase Option. (a) In the event that the Participant ceases to be employed by the Company for any reason or no reason, with or without cause, prior to the fourth anniversary of the Vesting Commencement Date (as defined below), the Company shall have the right and option (the "Purchase Option") to purchase from the Participant, for a sum of $[_____] per share (the "Option Price"), some or all of the Unvested Shares (as defined below). "Unvested Shares" means the total number of Shares multiplied by the Applicab...le Percentage at the time the Purchase Option becomes exercisable by the Company, with the resulting number of Shares rounded down to the nearest whole Share. The "Applicable Percentage" shall be (i) 100% during the period ending on the first anniversary of the Vesting Commencement Date, (ii) 75% less 2.0833% for each month of employment completed by the Participant with the Company from and after the first anniversary of the Vesting Commencement Date, and (iii) zero on or after the fourth anniversary of the Vesting Commencement Date. For purposes of this Agreement, "Vesting Commencement Date" shall mean [________________]. [Additional provision at the discretion of the Board: Additionally, if following a Company Sale (as defined below), the Participant is terminated without Cause (as defined below), then 100% of the Shares that are not then vested shall become vested. If the Participant is party to an employment or severance agreement with the Company that contains a definition of "cause" for termination of employment, "Cause" shall have the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant's resignation, that discharge for cause was warranted.] (b) If the Participant is employed by a parent or subsidiary of the Company, any references in this Agreement to employment with the Company or termination of employment by or with the Company shall instead be deemed to refer to such parent or subsidiary. View More

Purchase Option. On the Closing Date, the Company will issue and deliver a Purchase Option to each Subscriber. The number of Purchase Options issuable to a Subscriber will be equal to the principal amount of the Note subscribed for by Subscriber multiplied by 0.139 and each Purchase Option will be exercisable for Units consisting of: (A) one share of Common Stock and (B) a Warrant to purchase one share of Common Stock. The Exercise Price to acquire a Purchase Option will be $5.00 and the exercise price for a War...rant will be $6.00. View More

Purchase Option. THIS CERTIFIES THAT, Lake Street Capital Markets, LLC ("Holder"), as registered owner of this Warrant, is entitled, at any time or from time to time commencing six months from the date hereof, and at or before 5:00 p.m., New York City local time, [●], 2027 ("Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of Common Stock ("Shares"), with a par value of the $0.0001 per share (the "Common Stock"), of SONDORS Inc. ("Company"). If ...the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant 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 this Warrant. This Warrant is initially exercisable at $[●] per share of Common Stock so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean $[●]1 or the adjusted exercise price, depending on the context. View More

Purchase Option. (a) If Lessee elects the Purchase Option in accordance with Section 14 of this Agreement with respect to a Lease, Lessee shall have the option to purchase all but not less than all of the Equipment described in such Lease from Lessor for an amount equal to (i) in the case of the Purchase Option elected pursuant to Section 14(a), the greater of (A) the Termination Value of the Equipment or (B) the then fair market value of the Equipment as agreed by Lessee and Lessor, or if they shall fail to agr...ee, as determined by the Appraisal Procedure, or (ii) in the case of the Purchase Option elected pursuant to Section 14(b), the then fair market value of the Equipment as agreed by Lessee and Lessor, or if they fail to so agree, as determined by the Appraisal Procedure (any such amount, the "Lessee Purchase Option Amount"). The Purchase Option shall be consummated (x) in the case of the Purchase Option elected pursuant to Section 14(a), on the date of expiry of the Initial Term or (y) in the case of the Purchase Option elected pursuant to Section 14(b), as of the close of business on the closing date set forth in Lessee's notice or on such other date the Parties may otherwise agree (any such date being the "Lessee Purchase Date"). (b) If Lessee elects to exercise the Purchase Option, then on the Lessee Purchase Date, Lessee shall pay to Lessor (i) the Lessee Purchase Option Amount and all sales, use, value added and other taxes required to be indemnified by the Lessee pursuant to Section 10 plus (ii) any unpaid Rent and any other outstanding amount due under this Agreement and the applicable Lease on or before such date. (c) Upon payment of all sums specified in this Section 16, the applicable Lease shall terminate and, at the request of Lessee, Lessor shall transfer its rights in the Equipment to the Lessee on an "as is," "where is" basis without representation or warranty. View More