Option to Acquire Wyndham's IHC Stock Sample Clauses

Option to Acquire Wyndham's IHC Stock. In consideration for the Initial Redemption at Closing and the agreements set forth in this Agreement regarding the future redemption of the Preferred Interest and the Common Interest, Wyndham and Patriot each hereby grants to IHC or its designee the option to acquire all, but not less than all, of the shares of stock in IHC presently owned by Wyndham and Patriot at its Weighted Average Trading Price (as hereinafter defined); provided, however, that unless such option is exercised effective on the Closing Date under this Agreement, the purchase price shall not be less than Three Dollars ($3.00) nor more than Four Dollars ($4.00) per share. For example, assuming that the date of exercise is not on the Closing Date, if on the date of exercise of the foregoing option the Weighted Average Trading Price were $2.50 per share, then the price to be paid to Wyndham and Patriot for their stock in IHC would be $3.00 per share, and if on such exercise date the Weighted Average Trading Price were $4.50 per share, then the price to be paid by IHC to Wyndham and Patriot for their stock in IHC would be $4.00 per share. "Weighted Average Trading Price" means the average trading price of the common stock of IHC during the ten (10) trading days immediately preceding the date on which IHC or its designee gives notice to Wyndham and Patriot of the exercise of the option described in this Section 8, weighted by trading volume. The foregoing option shall be exercisable on or before ninety (90) days following the Closing Date hereunder, by written notice from IHC or its designee to Wyndham and Patriot. The purchase shall close five (5) business days after delivery of the exercise notice and at the time of closing the shares of stock in IHC shall be conveyed to IHC or its designee free and clear of all liens, encumbrances and security interests of any kind; provided that Wyndham shall have the right to defer the closing date for up to an additional forty (40) days in order to permit Wyndham and Patriot to cause the shares of IHC to be released from the existing pledge to Chase Manhattan Bank.
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Related to Option to Acquire Wyndham's IHC Stock

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

  • No Rights in Option Stock Optionee shall have no rights as a stockholder in respect of any shares subject to the Stock Option unless and until Optionee has exercised the Stock Option in complete accordance with the terms hereof, and shall have no rights with respect to shares not expressly conferred by this Agreement.

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Common Stock 1 Company........................................................................1

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

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