Seller Option Clause Samples

Seller Option. If ▇▇▇▇▇ decides in the future to relinquish bird(s), ▇▇▇▇▇ will notify Seller, and ▇▇▇▇▇▇ will have the first right of refusal in re-homing or assisting in re-homing of such bird(s).

Seller Option. In the event of a termination by (i) Seller pursuant to paragraphs 6.1(b) or (d), or (ii) Purchaser pursuant to paragraphs 6.1(c) or (d), within thirty (30) days after such Termination Date, Seller has the option to notify Purchaser in writing of Seller’s intent to purchase all Shares owned by Purchaser pursuant to the same terms and conditions described in this Agreement as Purchaser’s right to purchase the Seller Shares from Seller, except for the parenthetical adjustment to the minimum Original Consideration of $4,500,000 set forth in the definition of Original Consideration contained in this Agreement and the payment of the Additional Consideration.

Seller Option. (a) The Purchaser hereby grants to the Seller the irrevocable right, but not the obligation (the "Option"), to purchase, at any time after the date hereof and on or prior to the tenth anniversary of the date hereof, all, but not less than all, of the issued and outstanding shares of capital stock of the Company (the "Option Shares") and the Notes, at an aggregate exercise price (the "Option Price") equal to the Purchase Price plus interest accruing at a rate equal to LIBOR plus four percent (4%). The Seller may exercise the Option by giving the Purchaser at least five (5) Business Day's prior written notice (the "Exercise Notice"). (b) On the closing date of the exercise of the Option (the "Option Closing Date"): (i) the Purchaser shall deliver to the Seller the Option Shares and the Notes, free and clear of all Liens, by delivery of appropriate transfer documents, duly endorsed in favor of the Seller, and with all required transfer tax and other revenue stamps, acquired at the Purchaser's expense, affixed; and (ii) the Seller shall deliver to the Purchaser in exchange therefor the Option Price in cash, payable by wire transfer of immediately available U.S. Dollars in accordance with wire instructions set forth in the Exercise Notice. (c) The Purchaser shall not at any time prior to the Option Closing Date (i) sell, or enter into any agreement (other than this Agreement) to sell, any of the Option Shares or shares of capital stock of any Subsidiary or the Notes, (ii) subject any of the Option Shares or shares of capital stock of any Subsidiary or the Notes to any Liens (other than Liens imposed by this Agreement) or (iii) sell any assets of the Company or any Subsidiary, other than inventory sold in the ordinary course of business or pursuant to existing commitments or in amounts that are not material.

Seller Option