SELLER'S OPTION Sample Clauses

SELLER'S OPTION. Subject to the terms and conditions hereof, the Company hereby grants Seller the option to sell to the Company up to 866,666 Shares (less Shares purchased by the Company pursuant to paragraphs 1 and 2) for a period commencing on February 1, 1998 and terminating January 31, 2001, as follows: 3.1 Seller shall exercise its option to have the Company purchase Shares during any fiscal quarter (commencing November 1, February 1, May 1, and August 1) during the option period by providing written notice of such exercise to the Company within ten (10) days of the end of such fiscal quarter. 3.2 The Company shall make payments to Seller for the redemption of Shares within thirty (30) days of the end of each calendar quarter for which the option has been exercised. Such payments shall be equal to one-half of the Company's Net Profit After Taxes for that quarter (as defined in paragraph 4.3) to the extent that Net Profits After Taxes exceeds $250,000 for such quarter. For example, if Net Profits After Taxes is $300,000 for a fiscal quarter for which the option has been exercised, the payment would equal $25,000 (.5 x ($300,000-$250,000)). Notwithstanding the above, the maximum payments the Company shall be obligated to make for redemption of Shares under this paragraph in any fiscal year shall be $150,000. In the event the Company shall pay to Seller under this paragraph an amount in excess of this amount, the Company may apply such excess to amounts it would be obligated to pay in future quarters for which the option has been exercised. 3.3 The Company shall be deemed to have redeemed that number of Shares arrived at by dividing the amount of each payment by the Purchase Price, as defined in paragraph 4.1, at the time of the payment. 3.4 After the Company shall have redeemed pursuant to the terms of paragraph 1, paragraph 2 and paragraph 3, a total of 866,666 Shares, the Company shall have no further obligations to purchase Shares under this paragraph 3.

SELLER'S OPTION. If Sellers have not made the request set forth --------------- in Section 8.1(iii), within two business days of Buyer's designation pursuant to Section 6.18, Sellers may elect to execute (and Buyer and Parent shall also execute), with respect to those of the Pre-Closing Excluded Stores that are designated by Sellers within five business days prior to the Closing Date, the Pre-Closing Excluded Stores Management Agreement, attached hereto as Exhibit B.

SELLER'S OPTION. If the IPO Closing Date has not occurred by December 31, 1997, and Seller has not breached this Agreement, Seller shall have the option to terminate this Agreement as set forth in Section 8.3 or require Buyer or Parent to purchase the Assets for the same Purchase Price as is provided in Section 2.3 hereof, subject to the adjustments provided in Sections 2.4 and 2.5 (the "Option Price"); provided that the form of payment of the Option Price shall be as described below. The Option Price would be payable 50% in cash and 50% in two convertible subordinated notes of Buyer ("Notes"). One Note ("Note One") would be in an original principal amount equal to 20% of the Option Price and would bear interest at 7% per annum payable quarterly. The principal balance of Note One would be payable in 16 quarterly installments, the first of which would be due on the end of the 15/th/ month following the date of such Note. Payments of principal and interest on Note One would be subject to (a) the continued generation by the division of the Buyer established to operate the Business of EBIT (as defined below) of at least $1,006,200 and (b) subordination provisions regarding such payments as are required by Parent's senior lenders (such subordination provisions to be substantially the same as those executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇). Note One would have default provisions equivalent to those contained in other such notes issued the subsidiaries of the Parent in previous transactions and, in the event of an IPO or upon the sale of the Parent, would, at Seller's option, accelerate or convert into Parent Shares. Any conversion of Note One would be at the sales price or 90% of the IPO price. The second Note ("Note Two") would be in an original principal amount equal to 30% of the Option Price and would bear interest at 6% per annum payable quarterly. The principal balance of Note Two would be payable in full at the end of the eighth year. Note Two would have default provisions similar to those contained in similar notes issued by subsidiaries of the Parent and would be subordinated as required by Parent's senior lenders. Note Two would automatically convert into Parent Shares upon the occurrence of certain conditions. EBIT shall be equal to Seller's pre-tax income plus (i) net interest expense, (ii) one-time expenses and (iii) depreciation and amortization. In addition to the other conditions contained herein, the Seller's option will be subject to the additional condition that the Buyer s...

SELLER'S OPTION. The Parties to this Agreement recognize that an essential factor motivating the Seller is NASFA's purchase of approximately 54% of the issued and outstanding shares of Modiluft Ltd., an Indian company formed to carry out domestic airline operations. Therefore, the Parties hereto expressly agree that in the event NASFA does not purchase the shares of Modiluft Ltd. as currently contemplated within one-hundred-twenty (120) days of the Closing Date, the Seller shall have ten (10) days within which to provide the Buyers with notice of its decision to exercise an option to repurchase the NASFA Shares from the Buyers for the Cash Purchase Price (the "Option"). Should the Seller decide to exercise the Option, the Parties agree to carry out the sale, assignment, transfer and delivery to the NASFA Shares from the Buyers to the Seller in good faith and within thirty (30) days. Should the Seller fail to provide each of the Buyers with notice of its decision to exercise the Option within the ten (10) day time limit set forth above, the Option shall automatically expire, with no obligation on the Buyers to notify the Seller of such expiration, and the Seller shall be barred from making further attempts to recover the NASFA Shares.

SELLER'S OPTION. In case any condition referred to in Section 7.3 to be performed or complied with as of the Closing Date shall not have been so performed or complied with, Seller may, without limiting any other right that Seller may have, at its sole option, either; (a) rescind this Agreement by notice to Purchaser, and in such event Seller shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part.

SELLER'S OPTION. By any Seller 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 6.2 hereof have not been met, provided, however, that the failure to meet such conditions was not caused by the failure of any Seller to perform any of his or her covenants or obligations hereunder.

SELLER'S OPTION. (i) Seller shall have the right to elect prior to the Closing Date to receive Partnership Units in an amount not to exceed the net equity value of the Property (the "Net Equity Value"). The Net Equity Value shall be equal to Seventeen Million one Hundred Thousand Dollars ($17,100,000), subject to all normal adjustments as set forth herein, and less the outstanding balance of the mortgage loan from First Union National Bank secured by the Property, all as calculated on the Closing Date as set forth in this Agreement. To the extent Seller does not elect to receive Partnership Units in an amount equal to the Net Equity Value, the balance shall be paid in cash so that in all cases the total consideration shall be equal to $7,100,000 the Net Equity Value. Under the partnership agreement of the Partnership, Seller shall have the right to distribute the Partnership Units to its members. (ii) Each Partnership Unit will have a value at the Closing Date equal to the average of the closing prices on the New York Stock Exchange ("NYSE") of a common share of Cornerstone Realty Income Trust, Inc. ("Common Share") for the 30-day period ending with the day preceding the Closing Date. However, in no event will the value of a Partnership Unit be less than 98% nor more than 102% of the closing price on the NYSE of a Common Share on the day preceding the Closing Date. (iii) Each Partnership Unit will be freely transferable (subject to the transfer not violating any law or resulting in any material adverse tax consequences to the Partnership or Cornerstone) and entitle the holder thereof to receive nonliquidating distributions with respect to such Partnership Unit equal to the dividends and other distributions payable on or with respect to a Common Share (with non-cash distributions taking the form of additional Partnership Units as appropriate). At any time after the expiration of the twelve-month period beginning with Closing Date ("Redemption Date"), the holder thereof shall have the right to cause the limited Partnership to redeem each of its Partnership Units for, at the option of the limited partnership, either (i) cash in an amount equal to the average of the closing prices the day preceding on the NYSE of a Common Share for the 30-day period ending with Redemption Date of (ii) a Common Share that is freely transferable in the hands of the holder thereof. (iv) The limited partnership will agree not to dispose of the Property (or any property received in exchange for suc...

SELLER'S OPTION. By any Seller at any time after the Closing Date (as same may be extended by mutual agreement of Purchaser and Sellers) if, by that date, the conditions set forth in

SELLER'S OPTION. Notwithstanding the above, if the Seller fails to convey the Property as agreed on March 1, 2009 the Seller shall deliver 400,000 shares of stock in Medical Connections Holdings, Inc. to Buyer.