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;
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 her 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:
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.
SELLER'S OPTION. The Purchaser hereby grants irrevocably and commits to the Seller a twenty five per. Cent (25%) Equity interest in the Project (World-Link Capital, LLC. Free and clear with out reduction.
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:
SELLER'S OPTION. At Seller's sole discretion, it may exercise an option within ninety (90) days of either Seller's Knowledge or Seller having been provided Notice of one of the following conditions precedent occurring to acquire all right, title and interest, including the right to past damages, to the Intellectual Property provided Seller exercises its option:
