Minimum Cash Option Sample Clauses

Minimum Cash Option. (A) Payment of forty-seven billion five hundred million Yen (¥47,500,000,000) (the “Minimum Cash Payment”) by a wire transfer of immediately available funds in accordance with written instructions provided by Seller Parent at least five (5) Business Days prior to the Closing Date; plus (B) issue and deliver to Seller Parent a stock certificate in the name of Seller Parent (or one Affiliate of Seller Parent as instructed in writing by Seller Parent at least five (5) Business Days prior to the Closing Date) representing a number of Shares, rounded to the nearest whole number of shares (“Unadjusted Shares”), with a Stock Purchase Price of twenty-nine billion nine hundred fifty million Yen (¥29,950,000,000); provided however, that if as a result of the issuance of the Unadjusted Shares to Seller Parent (or its Affiliate, if applicable), Seller Parent, together with its Affiliates, would own 14.9% or more of Buyer Parent’s outstanding capital stock immediately after the Closing, then Buyer Parent shall instead issue a number of Shares to Seller Parent (or to such Affiliate of Seller Parent as instructed in writing by Seller Parent at least five (5) Business Days prior to the Closing Date) so as to cause Seller Parent, together with its Affiliates, to own less than 14.9% of Buyer Parent’s outstanding capital stock immediately after the Closing (“Adjusted Shares”) and deliver on the Closing Date a stock certificate in the name of Seller Parent representing the Adjusted Shares. In that case, the Minimum Cash Payment shall be increased such that the sum of the Stock Purchase Price of the Adjusted Shares and the Minimum Cash Payment equals the Closing Payment; or