Purchaser’s Option. The parties further agree as follows: ------------------
(a) Each Stockholder does hereby grant to Acquisition Sub an irrevocable option (collectively, with respect to all the Stockholders' Shares the "Option") to purchase all, but not less than all, such ------ Stockholder's Shares, subject to the terms and conditions of this Section and Section 17.
(b) The exercise price for each Share of Stockholders Shares shall be the Per Share Amount.
(c) In the event of any change in the number or kind of such Stockholder's Shares by reason of stock dividends, stock splits, recapitalizations, combinations, reclassifications, exchanges or changes of shares, then the exercise price for such Stockholder's Shares shall be adjusted appropriately so that the total amount to be paid upon exercise in whole of the Option with respect to such Stockholder's Shares would remain unchanged.
(d) The Option may be exercised prior to the termination of this Agreement specified in Section 17 in the event that the Offer has expired or has otherwise been terminated and any Stockholder has failed to tender all of its Shares in accordance with Section 4 or has withdrawn any of its Shares tendered in the Offer prior to such expiration or termination.
(e) In the event Acquisition Sub wishes to exercise the Option, Acquisition Sub shall send a written notice (the "Notice") to each ------ Stockholder specifying a date (not sooner than two nor later than ten business days from the date the Notice is given) for the closing of such purchase of all of such Stockholder's Shares (the "Closing"). The Closing ------- will take place at such location in New York, New York, as Acquisition Sub shall specify in the Notice. At the Closing, payment for such Stockholder's Shares then being purchased shall be made to such Stockholder by wire transfer in immediately available funds in the amount of the aggregate exercise price, against delivery to Acquisition Sub of (i) a certificate or certificates registered in its name evidencing such Shares duly endorsed for transfer and (ii) an affidavit of such Stockholder that is not a "foreign person" as defined in Section 1445(f)(3) of the Code. Such Shares will be imprinted with any legends required by applicable securities laws.
(f) Parent and Acquisition Sub agree that, in the event that the Option is exercised, Acquisition Sub will agree to purchase from any holder of Shares with tag-along or similar rights granted by any Stockholder that wishes to sell its shar...
Purchaser’s Option. The Purchaser shall have an option for a period of 30 days from receipt of the Transfer Notice to elect to purchase some or all of the Offered Shares from the Seller at the Purchaser's option, at (i) the same price, terms and conditions as described in the Transfer Notice or (ii) a price equal to the average closing price of the Issuer's Common Stock as quoted on the Nasdaq National Market (or such other market or exchange as the Common Stock shall be listed or quoted on) over the 20 trading days prior to the date of receipt of the Transfer Notice. The Purchaser may exercise such purchase option and, thereby, purchase all or a portion of the Offered Shares by notifying the Seller in writing before expiration of the 30 day period as to the number of such shares which it wishes to purchase. If the Purchaser gives the Seller notice that it desires to purchase any of the Offered Shares, then payment for such Offered Shares shall be by check or wire transfer, against delivery of such Offered Shares at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than 30 days after the Purchaser's election to purchase the Offered Shares.
Purchaser’s Option. On or before March 31, 2012, provided the complete Earnout #1 has been paid by Purchaser to the Company, Purchaser may, at its election, reduce the maximum amount of Earnout No. 2 from four million five hundred thousand dollars (USD $4,500,000) to three million dollars (USD $3,000,000) by providing to the Company, with written notice, that Purchaser has elected to pay the fixed Earnout amount of three million dollars (USD $3,000,000) which shall be due and payable in full on June 30, 2012. Upon such payment, the remaining potential Earnout payment for Earnout #2 shall be eliminated.
Purchaser’s Option. By the Board of Directors of Purchaser at any time after the Closing Date (as same may be extended by mutual agreement of the Purchaser and Sellers) if, by that date, the conditions set forth in SECTION 6.1 hereof have not been met, provided, however, that the failure to meet such conditions was not caused by the failure of Purchaser to perform any of its covenants or obligations hereunder.
Purchaser’s Option. (a) The Company hereby grants the Purchaser or its Designee, subject to the Closing occurring on the Closing Date, the right (the “Purchaser’s Option”) to purchase up to such number of additional shares of Company Common Stock as shall cause the Purchaser (and its subsidiaries and its Designee, if any, taken together) to (directly or indirectly) have purchased or been granted pursuant to the provisions of this Agreement up to (but not exceeding) 20.0% of the Company’s issued and outstanding Common Stock (calculated immediately after exercise of the Purchaser’s Option). The option exercise price shall be payable on the Option Delivery Date in accordance with the provisions of Section 2.03. The Purchaser’s rights to exercise the Purchaser’s Option shall expire on the date that is three years from the Closing Date. Notwithstanding anything to the contrary herein, the Purchaser’s Option (i) shall expire immediately upon any sale or transfer to a party other than a Designeee or affiliate or other disposition by the Purchaser, Designee or any affiliate of the Purchaser of any of the shares of Company Common Stock purchased hereunder and (ii) may only be exercised once during the duration of the Purchaser’s Option.
Purchaser’s Option. Notwithstanding any provision of this Agreement to the contrary, Purchaser may, at any time with two years from the date of this Agreement, require the Company to sell to Purchaser, consistent with Sections 1(a) and (b) above, shares of Series E Preferred Stock remaining available hereunder in increments of 50,000 shares on two weeks prior written notice to the Company.
Purchaser’s Option. Notwithstanding any provision of this Agreement to the contrary, Purchaser may, at any time within two years from the date of this Agreement, require the Company to sell to Purchaser, consistent with Sections 1(a) and (b) above, shares of Series B Preferred Stock and the accompanying Warrants remaining available hereunder in increments of 50,000 shares on two weeks prior written notice to the Company. In addition, upon the creation of the Series C Preferred Stock (as described herein), the Purchaser may require the Company to sell to Purchaser (i) up to 500,000 shares of Series C Preferred Stock and (ii) Warrants to purchase up to 300,000 shares of Common Stock based on a ratio of 6/10 Warrant share for each Series C Preferred Stock share issued, for an aggregate maximum purchase price of $1,000,000 ($2.00 per share of Series C Preferred Stock).
Purchaser’s Option. Purchaser shall have an option for a period of ten (10) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Purchaser may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying such Founder in writing before expiration of the such ten (10) day period. If Purchaser gives the Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at the Company's principal place of business or such other place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after Purchaser's receipt of the Transfer Notice, unless the value of the purchase price has not yet been established pursuant to Section 3.1(c) below.
Purchaser’s Option. In case any condition referred to in this Section 12 to be performed or complied with at or prior to the Closing Date shall not have been so performed or complied with within ninety (90) days of the date hereof, Purchaser and NAVTEQ may, without limiting any other right that they may have, at their sole option, either:
(a) terminate this Agreement by giving written notice to Sellers, and in such event Purchaser and NAVTEQ shall be released from all further obligations hereunder, except that the obligations in Sections 18.2 and 18.17 shall survive the termination of this Agreement; or
(b) waive compliance with any such term, covenant or condition in whole or in part.
Purchaser’s Option. If the Seller fails to complete Settlement, the Purchaser will have all legal or equitable remedies, including specific performance and/or damages. If either the Seller or Xxxxxxxxx refuses to execute a release of Xxxxxxx when requested to do so in writing and a court finds that they should have executed the agreement, the party who so refused to execute a release of Deposit will pay the expenses, limited to the Deposit as liquidated damages in such event of a default.
