Trxxx Xxxion Sample Clauses

Trxxx Xxxion. Notwithstanding Wescor's right to exercise the Option, upon receipt of the Option Value Notice, or, if a Fairness Opinion is obtained, upon receipt of a Fairness Opinion that does not terminate the Option, InMedica and Chi Lxx jointly, or InMedica by itself (but not Chi Lxx xx itself) shall then have the option (the "Trump Option") to terminate Wescor's Option by purchasing all (but not less than all) of the MicroCor Stock held by Wescor. To exercise the Trump Xxxxon, either InMedica or InMedica and Chi Lxx xxxether, shall deliver a written notice (the "Trump Xxxxon Notice") to Wescor within thirty (30) days following the receipt of the Option Value Notice. In the event a Fairness Opinion is being obtained, the period during which a Trump Xxxxon Notice may be given shall extend to thirty (30) days following receipt of such Fairness Opinion. The purchase price under the Trump Option shall be the pro rata portion of the total value of MicroCor attributable to the total shares of MicroCor Stock held by Wescor (as compared to the total outstanding shares of MicroCor Stock). The total value of MicroCor for purposes of the Trump Option shall be 110% of the Option Appraisal Value or the Option Suggested Value, as appropriate, as set forth in Wescor's Option Value Notice. The purchase price under the Trump Xxxion shall be paid to Wescor as follows: 20% within thirty (30) days following the delivery of the Trump Xxxion Notice, and the remainder in equal monthly installments of principle and interest on the first day of each successive month for thirty six (36) months. Interest accruing on such remainder shall be an annual rate equal to two percent (2%) plus the Prime Rate. In the event InMedica and Chi Xxx xxxrcise the Trump Xxxion jointly, they shall participate in the same proportions as their individual ownership of MicroCor Stock bears to their aggregate ownership of MicroCor Stock. If the Trump Xxxion is exercised, this Agreement shall then automatically terminate.
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