Buyer’s Option. (a) In the event that approval of the transactions contemplated by this Agreement by the Corporation's stockholders ("Stockholder Approval") is required and prior to the Stockholders Meeting all closing conditions set forth in Article 8 hereof (other than Section 8.01(a)) are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and will in fact be satisfied at the Closing), then at any time within 10 business days of the first date upon which the Corporation notifies Buyer that the closing conditions set forth in Sections 8.01 (other than Section 8.01(a)) and 8.02 (other than conditions that by their nature are to be satisfied at Closing and will in fact be satisfied at Closing) are satisfied or waived, Buyer may elect to purchase from the Corporation at the Closing (the date of which shall be determined as if the closing condition in Section 8.01(a) were satisfied) the largest number of shares of Preferred Stock that it may acquire under applicable NASD rules without Stockholder Approval (rounded down to the nearest hundred shares) ("Initial Shares") and the Purchase Price to be paid therefor shall be appropriately adjusted. In the event that Buyer does so elect and purchases the Initial Shares, the closing of such transaction shall be treated as the Closing for purposes hereof, and dividends shall accrue on the Initial Shares from the Closing Date. Buyer may exercise its rights under this Section 7.06(a) by delivering written notice within the 10 business day period referred to above. If the Initial Shares are purchased, Buyer and the Corporation shall use their best efforts to obtain Stockholder Approval and consummate the Second Closing (as defined below).
(b) In the event that, subsequent to the issuance of Initial Shares pursuant to Section 7.06(a), Stockholder Approval is obtained at the Stockholder Meeting, Buyer shall purchase from the Corporation a number of shares of Preferred Stock equal to the Preferred Shares minus the Initial Shares (the "Approved Shares") on the second business day following such Stockholder Approval (the "Second Closing"); provided that the consummation of the Second Closing would not contravene any applicable law or regulation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Buyer or the Corporation, or any judgment, injunction, order or decree. At the Second Closing, Buyer shall pay the Corporation the Purchase Pr...
Buyer’s Option. Notwithstanding anything to the contrary contained herein, Buyer may elect, at its sole discretion, to have the Second Payment and/or the Third Payment paid in the form of the Buyer Shares, by delivering a written notice about Buyer’s exercise of this option (the “Option Exercise Notice”), to Sellers simultaneously with the delivery of the Final 2021 Statement, or the Final 2022 Statement, as the case may be. The number of the Buyer Shares to be issued as payments under this Section 2.6(d) shall be the result of the amount of the Second Payment or the Third Payment, as the case may be, divided by the Subsequent VWAP Price. “
Buyer’s Option. If Buyer elects to have a survey performed at the Discharge Port the maximum allowable deviation between the two surveys will be two percent (2%) from the survey reporting the lower short tons. Load Port survey results will be used if no Discharge Port survey is elected. Buyer, Seller or their Agents can witness the survey at Load and Discharge Port.
Buyer’s Option. The coal shall be delivered to one of the following locations as directed by Buyer (collectively, the "Delivery Point"): (a) F.O.B. railcar at the Cimarron rail loading facility near Madisonville, Kentucky on the Paducah and Louisville Railway; and (b) F.O.B. Sebree Dock, mile point 44 on the Green River. Seller may deliver the coal at a location different from the Delivery Point, provided, however, that Seller shall reimburse Buyer for any resulting increases in the cost of transporting the coal to Buyer's generating stations. Any resulting savings in such transportation costs shall be retained by Buyer. Buyer may request to change the Delivery Point to either F.O.B. truck or F.O.B. barge. Upon Buyer's notification to Seller of its desire to change the Delivery Point, Buyer and Seller shall mutually agree in writing upon the change(s) and the time frame wherein such change will take place.
Buyer’s Option. If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 (seven) running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 (seven) running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.
Buyer’s Option. The option granted to Buyer in Section 4.2 of the Buyer Agreement is hereby terminated.
Buyer’s Option. (a) For and in consideration of the transactions contemplated herein, in the event that Seller or any of its Affiliates receives a bona fide written offer from a third party (a “Third Party Offer”) pursuant to which such third party offers to enter into any agreement, understanding or other arrangement, whether written or oral, for the purchase from Seller or any of its Affiliates of any assets, rights or properties of Seller or any of its Affiliates outside of the ordinary course of business at any time during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, then Seller shall notify Buyer, in writing, of such Third Party Offer (the “Offer Notice”). Buyer shall have an exclusive option to purchase the assets, rights or properties which are the subject of the Third Party Offer upon the same terms and conditions as are set forth in the Third Party Offer (“Buyer’s Option”), provided, however, that if the third party offeror has offered to deliver any of its securities as full or partial payment for such assets, rights or properties of Seller, such securities shall be valued at their fair market value and Buyer shall have the right to pay an equivalent portion of the purchase price under the Buyer’s Option either in cash or with securities of Buyer having an equivalent fair market value. Buyer may exercise Buyer’s Option by delivering to Seller written notice of its exercise of the same within thirty (30) business days following receipt from Seller of the Offer Notice (the “Option Period”). During the Option Period, Buyer and its agents and representatives shall have the opportunity to conduct due diligence investigations with respect to Seller and the assets, rights or properties that are the subject of the Buyer’s Option. In the event that Buyer does not exercise Buyer’s Option within the Option Period, Seller or its Affiliates may accept the Third Party Offer and consummate the transaction contemplated by the Third Party Offer, provided that the terms of such transaction are no more favorable to the third party than the terms originally offered to Buyer in the Third Party Offer. Any agreement, understanding or other arrangement purporting to sell such assets, rights or properties to a third party on terms more favorable that the terms originally offered to Buyer in the Third Party Offer shall be null and void. If Buyer does not exercise Buyer’s Option within the Option Period as set forth in this Section 7.3...
Buyer’s Option. The coal shall be delivered F.O.B. railcar at the Cimarron rail loading facility near Madisonville, Kentucky on the Paducah and Louisville Railway (the CONTRACT #00-000-000 "Delivery Point"). Seller may deliver the coal at a location different from the Delivery Point, provided, however, that Seller shall reimburse Buyer for any resulting increases in the cost of transporting the coal to Buyer's generating stations. Any resulting savings in such transportation costs shall be retained by Buyer. Buyer may request to change the Delivery Point to either F.O.B. truck or F.O.B. barge. Upon Buyer's notification to Seller of its desire to change the Delivery Point, Buyer and Seller shall mutually agree in writing upon the change(s) and the time frame wherein such change will take place.
Buyer’s Option. If the Financial Statements when delivered to Buyer or when audited by Buyer’s accountants show, or within 180 days from the date hereof Buyer discovers the existence of, any liability or liabilities that in the aggregate are equal to or greater than $500,000 that were not disclosed by Seller or KXxxx to Buyer prior to the Closing, Buyer shall have the option to rescind this acquisition deal and terminate this Agreement and all the Ancillary Agreements. Upon Buyer’s notice to Seller of the exercise of this option, Seller and KXxxx agree to return to Buyer all Purchase Price previously paid by Buyer to Seller in the same form as it was paid, and to issue joint instructions to the Escrow Agent to return all Escrow Shares to Buyer, and Buyer shall return the Shares to Seller.
Buyer’s Option. Upon the exercise by Buyer of Buyer’s Option set forth in Article XIX of the Lease Agreement, this Purchase Agreement shall be and become effective without any further act on behalf of Seller or Buyer. The effective date of this Purchase Agreement (the “Effective Date”) shall be the date of Buyer’s delivery of notice to Seller of Buyer’s exercise of the Option, and each of the time periods set forth in this Purchase Agreement shall proceed from the Effective Date. In the event that Buyer elects not to exercise the Option on or before the expiration of the Option Term, this Purchase Agreement shall of no further force and effect.
