First Optionholder Clause Samples

First Optionholder. The Option Shares to be allotted to the First Optionholder hereunder shall be calculated as the number of Shares of the Company that represents: (i) the lower of twenty (20) per cent of the aggregate number of Shares in the capital of the Company outstanding immediately after the exercise of the Option (this number of Option Shares being referred to as "the Maximum Option Shares"); or (ii) the same percentage of the aggregate number of Shares in the capital of the Company immediately after the Exercise as is equivalent to the percentage arrived at by dividing (i) that amount which is five sevenths of the aggregate value of the investment made in the First Optionholder by UniHolding pursuant to the Stock Purchase Agreement and NDA Option Agreement ("the Company Investment") by (ii) that amount which is the sum of (a) 2.688 ("the Valuation Multiple") times the consolidated revenues of the Company and its Subsidiaries as set forth in the Company's audited consolidated financial statements for the fiscal year ended May 31 1997 (or if the fiscal year is changed, to the fiscal year ended on the date which is closest to, and not later than May 31 1997), less any indebtedness for borrowed funds (excluding inter-group financing otherwise than on arms length, trade creditors and capitalized leases of the Company and its subsidiaries as set forth in such statements), plus (b) the amount of the Company Investment (this number of Option Shares being referred to as "the First Calculated Option Shares"). For the avoidance of doubt the First Optionholder acknowledges that in no circumstances shall it be entitled to a percentage shareholding in the 37 Shares of the Company in excess of twenty (20) per cent of the whole. Sample calculations relating to the application of paragraph 1 hereof are attached as Annexure 3 for information purposes.