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 Xxxxxxx Xxxxxx). 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. Each Seller initially depositing shares of Purchaser's common stock into the Escrow Fund will have the right at any time after July 31, 2001, to elect to have such shares then held by Escrow Agent distributed to such Seller in exchange for a deposit with Escrow Agent of immediately available funds in an amount equal to the number of shares so distributed multiplied by an agreed value of $2.25 per share.
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 its covenants or obligations hereunder.
SELLER'S OPTION. In case any condition referred to in this Section 13 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, Sellers may, without limiting any other right that Sellers may have, at their sole option, either:
(a) terminate this Agreement by giving written notice to Purchaser and NAVTEQ, and in such event Sellers shall be released from all further obligations hereunder, except that the representation in Section 8.28 and the obligations in Sections 18.1, 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.
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.
SELLER'S OPTION. Following Closing, and in the event that any of the Preferred Stock issued under the Preferred Stock Purchase Agreement is converted into Acquiror Common Stock, Seller shall have the right, but not the obligation, by written notice to Acquiror, to acquire from Acquiror such number of shares of Acquiror Common Stock so that the Seller’s proportionate ownership of Acquiror Common Stock following the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $2.50 per share of Acquiror Common Stock or such other price as is the Conversion Price pursuant to the Preferred Stock Purchase Agreement upon conversion of the Preferred Stock. Notwithstanding Section 2(e) of the Cooperation Agreement, the Parties agree this Section 7.16 shall be Seller’s only anti-dilution protection upon the conversion of any of the Preferred Stock.
SELLER'S OPTION. For $10.00 and other good and valuable ---------------- consideration paid and delivered to Purchaser by Sellers upon execution of this Agreement, the receipt and sufficiency of which is hereby acknowledged and agreed to by Purchaser, Purchaser hereby grants to Sellers the exclusive right and option, at their sole discretion, to purchase the First Equity Interests from Purchaser that Purchaser will acquire at the consummation of the First Closing if the Second Closing does not occur for any reason whatsoever (except as described in Section 2.07(d) below), by giving notice ("Option Notice") of ------------- purchase to Purchaser within 60 days following the Second Closing Date, on the following terms and conditions:
(a) Sellers' shall pay to Purchaser cash consideration of $14,000,000.00, in immediately available federal funds; and
(b) Sellers' shall assign, transfer, and convey to Purchaser the Closing Stock Consideration (i.e., 1,555,532 shares), being in unregistered form as issued to Sellers at the First Closing; and
(c) The closing of the purchase of the First Equity Interests as set forth above in this Section 2.07 shall take place within 5 business days following the delivery of the Option Notice to Purchaser, at which the consideration set forth in Section 2.07(a) and (b) shall be delivered to Purchaser and Purchaser shall transfer, assign, convey and deliver to the Sellers the First Equity Interests, free and clear of any liens, claims and encumbrances of any kind, and thereafter, the parties hereto shall have no further rights or obligations under this Agreement except as set forth in this Section 2.07; and -------------
(d) Notwithstanding anything in this Section 2.07 to the contrary, ------------ Sellers may not exercise their purchase option set forth in this Section ------- 2.07 if and only if the cause of the failure of the Second Closing to occur ---- -------------- is (i) a material breach by Sellers of a provision of this Agreement, or (ii) Sellers refusal to consummate the Second Closing without cause. In the event that Sellers do not exercise their purchase option, the parties agree that the principal amount of the Seller Note will be reduced to $5,000,000.00.
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.
