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Gold Bar Mill Sample Clauses

Gold Bar Mill. Pursuant to the terms of the Option, Purchaser will have the right to purchase the Gold Bar Mill for an amount equal to the demonstrated book value of the Gold Bar Mill, currently estimated at US$3,940,000.00 (the “Gold Bar Mill Purchase Price”). Upon the closing of the portion of the Transaction relating to the Option, Purchaser will pay to Seller US$500,000.00 (the “Option Fee”). The Option Fee is nonrefundable; provided, however, in the event that Purchaser exercises the Option, the Option Fee will be credited against the Gold Bar Mill Purchase Price. Sellers will not seek offers for the sale of the Gold Bar Mill during the period from the Effective Date through the termination of the Option Period (the “Non-Solicitation Period”); provided, however if during the Non-Solicitation Period, Sellers receive an unsolicited bona fide offer from an unaffiliated third party to purchase the Gold Bar Mill for an amount in excess of the Gold Bar Mill Purchase Price (an “Unsolicited Purchase Offer”), then Purchaser will have a right of first refusal (the “Right of First Refusal”) to purchase the Gold Bar Mill for an amount equal to 102% of such Unsolicited Purchase Offer (the “Unsolicited Purchase Offer Price”). In the event that Purchaser exercises the Right of First Refusal, the Option Fee, if already paid, will be credited against Unsolicited Purchase Offer Price. Any purchase by Purchaser of the Gold Bar Mill by Purchaser, whether pursuant to the Option or based on the exercise of the Right of First Refusal, will be completed only upon the close of the Transaction Board Representation: Upon, but only upon the consummation of all arrangements comprising the Transaction as set forth in the Definitive Agreements, Golden Eagle will receive the right to nominate one member to the board of directors of PDM and the current board of directors of PDM will recommend his election. Employees: Neither PDM nor Purchaser will have any obligation to retain any employees of Sellers. Any obligation of PDM or Purchaser in respect of employees of Sellers will be set forth in the Definitive Agreements.
Sample 1
Gold Bar Mill. In the event that Purchaser exercises the Option in respect of the Gold Bar Mill, Sellers (or any of them) will purchase the Gold Bar Mill free and clear of any and all encumbrances. Sellers (or any of them) will remove or cause to be removed all encumbrances from the Gold Bar Mill on or prior to the closing of the purchase and sale of the Gold Bar Mill pursuant to the Option.
Sample 1

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Most Referenced Clauses

Most Referenced Definitions