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. (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. 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 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. (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. By Buyer, in its sole discretion, -------------- upon not less than 65 days prior written notice to Seller;
Buyer’s Option. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the 338 Statement of Objections before expiration of the 338 Resolution Period, then Buyer may elect, by notice to Seller, to (A) withdraw the proposal to make the Section 338(g) Election or (B) seek a resolution of any amounts remaining in dispute as provided in Section 2.05(e)(iv).
Buyer’s Option. Within one year following the Closing Date, BUYER shall, in its sole discretion, have the option to purchase from SELLER the Reserved Formations (the “Option”). If BUYER elects to exercise the Option, it shall: (i) deliver written notice of its election to exercise to SELLER on or before 5:00 p.m. Mountain Time on the first anniversary of the Closing Date (the “Exercise Notice”). The Exercise Notice shall identify each Lease as to which BUYER elects to exercise the Option; and (ii) pay the consideration for the Leases purchased pursuant to the Option. As to each Lease that BUYER wishes to exercise the Option, it shall pay SELLER an amount equal to the product obtained by multiplying (A) the net leasehold acres covered by the Leases that BUYER is electing to purchase under the Option times ONE THOUSAND EIGHT HUNDRED Dollars ($1,800.00). BUYER shall pay such consideration by wire transfer (to an account designated by SELLER) of immediately available funds.
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 Parent 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 Profit Statement, or the Final 2022 Profit Statement, as the case may be. The number of the Parent 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 $3.00. Notwithstanding anything to the contrary further, if the issuance of the Parent Shares pursuant to this Section 2.6(d) must be approved by Parent’s shareholders (the “Parent’s Shareholders Approval”), such Parent Shares shall not be issued to Sellers unless and until the Parent’s Shareholders Approval has been obtained. In the event the Parent’s Shareholders Approval becomes necessary pursuant to the foregoing sentence, the Second Payment Date or the Third Payment Date, as the case may be, shall be extended until the fifteenth (15th) date after the Parent’s Shareholders Approval has been received. If the Parent’s Shareholders Approval has not been received within one (1) year after Buyer delivers the Option Exercise Note, the Second Payment or the Third Payment, as the case may be, shall be paid in Cash to Sellers immediately.
