Purchaser Option. 20.1. Shareholder hereby grants to the Purchaser an irrevocable option, exercisable as provided herein (the "Purchaser Option"), to purchase all of the ---------------- Shares (the "Purchaser Option Shares") at an exercise price determined as set ----------------------- forth below. The exercise price per Share shall be payable in shares of common stock, par value $.01 per share, of the Purchaser ("Purchaser Common Stock", ---------------------- each a "Purchaser Share") and shall equal the Per Share Merger Consideration (as --------------- defined in the Merger Agreement), it being understood that for purposes of determining the Per Share Merger Consideration in connection with this Agreement, the Weighted Average Sales Price (as defined in the Merger Agreement) of a Purchaser Share shall be determined with reference to the applicable exercise date of the Purchaser Option as opposed to the Closing Date (as defined in the Merger Agreement).
20.2. The Purchaser Option may be exercised by the Purchaser at any time after the Merger Agreement is terminated under circumstances which entitle the Purchaser to receive the amount provided for under Section 7(b)(ii) of the Merger Agreement until the 30th day following the termination of the Merger Agreement. If the Purchaser wishes to exercise the Purchaser Option, the Purchaser shall give written notice to the Shareholder of its exercise of the Purchaser Option, specifying the place, time and date, not earlier than three business days and not later than 20 days from the date such notice is given, for the closing of such purchase (the "Closing"). The exercise of the Purchaser ------- Option shall be effective on the date such notice of exercise is given. The Closing shall be held on the date specified in such notice unless, on such date, there shall be any preliminary or permanent injunction or other order by any court of competent jurisdiction or any other legal restraint or prohibition preventing the consummation of such purchase, in which event the Closing shall be held as soon as practicable following the lifting, termination or suspension of such injunction, order, restraint or prohibition (each party agreeing to use its best efforts to have such injunction, order, restraint or prohibition lifted, terminated or suspended), but in any event within two days thereof. Shareholder's obligations to sell Purchaser Option Shares upon exercise of the Purchaser Option are subject to the condition that there shall be no p...
Purchaser Option. Each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option, up to a number of Shares equal to twenty-five percent (25%) of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (the “Purchaser Option”) at a purchase price equal to the Per Share Purchase Price per share. The Purchaser Option shall expire five (5) months following the Effective Date. Each Purchaser exercising the Purchaser Option shall deliver to the Company an Exercise Form as set forth in the form of Exhibit D hereto. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a certificate evidencing the number of Shares purchased pursuant to the Purchaser Option (collectively, the “Option Shares”).
Purchaser Option. An administrator may purchase, at cost, additional insurance coverage granted members of other bargaining units as long as insurance company rules permit.
Purchaser Option. The number of shares of Purchaser Common Stock to which each such amended Option shall relate shall be equal to the product (rounded down to the nearest whole share) of: (a) the number of shares of Company Common Stock (as defined in the Merger Agreement) covered by the Option listed in the Optionee Summary attached as Exhibit A hereto (to the extent not theretofore exercised or terminated prior to the Effective Time), multiplied by (b) the fraction of a share of Purchaser Common Stock represented by the Exchange Ratio (as defined in the Merger Agreement). The exercise price per share (rounded up to the nearest whole cent) of Purchaser Common Stock under each such Option shall be equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock covered by the Option by (y) the Exchange Ratio.
Purchaser Option. At any time on or before the first anniversary of the Initial Closing (the "Option Period"), the Purchaser may purchase no less than a minimum of three hundred fifty-one thousand four hundred ninety-four (351,494) shares and up to a maximum of five hundred twenty-seven thousand five hundred seventy-nine (527,579) shares at a price of the lower of (i) Five Dollars Sixty-Nine Cents ($5.69) per share, or (ii) the price per share of the Preferred Stock in any of the Company's rounds of equity financing during the Option Period (the "Future Preferred") calculating the price per share of the Future Preferred by dividing such price of the Future Preferred by the number of shares of Common Stock into which a share of Future Preferred is convertible. Such sale shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by the Purchaser as set forth in Section 4 and the conditions to Purchaser's obligations to close set forth in Section 5 below. Any shares of Series B Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement.
Purchaser Option. On each anniversary date of this Agreement, Purchaser will have the option to purchase the 50% of the Company’s shares not owned by Purchaser from the Company’s shareholders at a price per share equal to 5 times earnings (before interest, taxes, depreciation and amortization (EBITDA) divided by the outstanding shares. The Purchaser’s calculated price for this option shall be shares of Purchaser’s common stock based on the average bid price over the 20 trading days preceding each anniversary date of this Agreement. Purchaser agrees that on the date that it exercises this option, the shares issued to the Company in Section I.A above shall immediately vest to the Company if not already vested based on the vesting schedule in Section I.A above. Purchaser shall have the option of opting out of this Agreement within the first twelve months from it execution if the Company has not met the vesting criteria in Section I.A above and the Company shall be issued 125,000 shares of Purchaser’s restricted common stock.
Purchaser Option. 2.1 The Investor hereby exercises and the Originator hereby accepts the exercise of the Purchaser Option by the Investor, provided that each of the following conditions is met to the satisfaction of the Originator:
a. confirmation that the CBC is an Eligible Counterparty as referred to under limb (a) of the definition thereof and as such qualifies as an Eligible Purchaser which is hereby given by the Investor;
b. confirmation that the Security Trustee is an Eligible Pledgee which is hereby given by the Investor;
c. confirmation that all shares in the CBC are held by Stichting Holding Achmea SB Covered Bond Company, a foundation established under Dutch Law which is bound to exercise all voting rights in the CBC in compliance with the Covered Bond Programme Documents, being Achmea SB Covered Bond Company B.V., established as a private company with limited liability, registered with the chamber of commerce under number 81926790 having its registered office in Amsterdam and its place of business at Prins Xxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx; d. accession to or signing of the Investor Documents and the Collection Foundation Documents by the CBC;
Purchaser Option. Purchaser will have the right to increase the Additional Equity Commitment by up to an additional $50 million (such increased amount, the "Increased Additional Equity Commitment") on written notice to the Company given not later than 30 calendar days after the earlier of (i) the date on which the entire Additional Equity Commitment shall have been invested under Sections 1 or 2 of this Exhibit B and (ii) July 1, 2001 (the earlier such date, the "Extension Date"), in which event the Increased Additional Equity Commitment will be available to fund Acquisitions on the terms and subject to the conditions of Section 1 of this Exhibit B (but not for uses contemplated by Section 2 of this Exhibit B), provided, however, that for all purposes thereof the July 1, 2001 date in Section 1 of this Exhibit B will be extended to a date that is 365 days after the Extension Date.
Purchaser Option.
3.1 On or about 21 October 2020, the Investor has exercised and the Originator has accepted the exercise of the Purchaser Option by the Investor, which exercise has been accepted upon fulfilment to the satisfaction of the Originator of each of the following conditions:
a. confirmation that the CBC is an Eligible Counterparty as referred to under limb (a) of the definition thereof and as such qualifies as an Eligible Purchaser which is hereby given by the Investor;
b. confirmation that the Security Trustee is an Eligible Pledgee which is hereby given by the Investor;
c. confirmation that all shares in the CBC are held by Stichting Holding Achmea SB Covered Bond Company II, a foundation established under Dutch Law which is bound to exercise all voting rights in the CBC in compliance with the Covered Bond Programme Documents, being Achmea SB Covered Bond Company II B.V., established as a private company with limited liability, registered with the chamber of commerce under number 81926790 having its registered office in Amsterdam, the Netherlands and its place of business at Xxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx;
d. accession to or signing of the Investor Documents and the Collection Foundation Documents by the CBC;
e. delivery to the Originator a copy of its articles of association (statuten) confirming that the scope of the objects of the CBC is limited to its role as CBC under the Covered Bond Programme;
f. delivery to the Originator a copy of all passed resolutions and other given authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of the CBC, to: 53103452 Achmea Mortgage Investment Platform A&R Achmea Retained CB Master Purchase Agreement Execution copy
i. approve its entry into or, as the case may be, accession to the Investor Documents and the Collection Foundation Documents to which it is a party; and
ii. to authorise appropriate persons to execute each of the documents referred to under i.;
g. confirmation that this Master Purchase Agreement is a Covered Bond Programme Document and that the Originator is a Secured Creditor under the Covered Bond Programme which is hereby given by the Investor.
3.2 The Investor shall indemnify each of the Originator and the Platform Manager for any loss, liability, claim, expense or damage is suffered or incurred by the Originator and/or the Platform Manager as a result of the Covered Bond Programme, including but not limited to any such loss, liab...
Purchaser Option. Pursuant to the Merger Agreement, Syntellect granted to the Purchaser the Purchaser Option to purchase from Syntellect such number of Shares as will result in the Purchaser owning 90.1% of the total number of Shares at a price per Share equal to the Offer Price. The Purchaser Option is exercisable only to the extent Syntellect has a sufficient number of authorized but unissued Shares and following the time the Purchaser has accepted Shares for payment pursuant to the Offer and Enghouse and its subsidiaries beneficially own at least a majority of the then outstanding Shares. In the event that Enghouse, the Purchaser and any other subsidiaries of Enghouse acquire in the aggregate at least 90% of the outstanding Shares pursuant to the Offer (including any Subsequent Offering Period), upon exercise of the Purchaser Option or otherwise, Enghouse, the Purchaser and Syntellect will, subject to the conditions to the Merger in 19 the Merger Agreement, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of Syntellect, in accordance with the "short form" merger provisions of Section 253 of the DGCL. STOCK OPTIONS AND WARRANTS. In the Merger Agreement, Syntellect agreed that it has taken all necessary action so that, as of the Effective Time, each holder of an option to purchase Shares that has been granted and is outstanding under Syntellect's stock option plans, whether or not then exercisable or vested, and each holder of a warrant to purchase Shares, whether or not then exercisable or vested, shall be entitled to receive a cash amount equal to the product of (i) the excess, if any, of the Offer Price over the exercise price per Share of such option or warrant, as the case may be, and (ii) the number of Shares previously subject to such option or warrant, as the case may be. All stock option, incentive or other equity-based plans established by Syntellect or any subsidiary shall terminate as of the Effective Time.
