Option Purchase Price. (A) If the Management Investor shall be terminated by the Company without Cause, resign with Good Reason or shall cease to be employed by the Company by reason of death, normal retirement at age 65 or more under the Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price On or prior to the first anniversary of Adjusted Cost Price multiplied by the Closing the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the second 80% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the third 60% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fourth 40% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fifth 20% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 80% of the Purchase Number
Option Purchase Price. In consideration of its acquisition of all of the issued and outstanding capital stock of Echo Connect Holdings pursuant to the Echo Connect Purchase Agreement, the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined therein), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and...
Option Purchase Price. This Option shall entitle the Holder hereof to purchase the Option Shares at the Strike Price. The Strike Price and the number of Option Shares evidenced by this Option Certificate are subject to adjustment as provided in Article 6.
Option Purchase Price. The “Option Purchase Price” for the Management Securities to be purchased from such Management Investor, and his or her Permitted Transferees, or his or her heirs, executors, administrators, transferees, successors and assigns, pursuant to the Purchase Option (the number of Management Securities to be so purchased being the “Purchase Number”) shall equal the Fair Market Value Price multiplied by the Purchase Number. As used herein:
Option Purchase Price. Upon exercise, the Executive shall pay to Catellus $7.00 per Option Share (the "Option Purchase Price").
Option Purchase Price. Upon exercise of vested Option Shares, the Director shall pay to the Company $ per Option Share (the “Option Purchase Price”) being exercised.
Option Purchase Price. Optionee shall be granted an option to acquire the Property from Grantor free and clear of all liens for a purchase price of $993,000.00 for a period commencing on the date of Optionee satisfies all of its obligations in Paragraphs 3 and 4 of this Contract and ending on August 25th, 2022. The conveyance of the Property to Optionee following the exercise of the Option in accordance with this Contract must be completed no later than August 25th, 2022.
Option Purchase Price. On any Business Day on or after April 1, 2016, Lessee may purchase the Equipment from Lessor at a price equal to the principal amount outstanding on the Rental Payment Date immediately preceding the date of calculation (unless such date is a Rental Payment Date, in which case, the principal amount outstanding as of such date), plus accrued interest from such Rental Payment Date to such date of calculation at the rate of interest per annum in effect for the period during which the calculation is made, as set forth in Exhibit “C.”
Option Purchase Price. The purchase price for this Option (the “Option Purchase Price”) shall be one hundred dollars ($100), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Option Purchase Price is payable, in cash, upon execution and deliver of this Agreement.
Option Purchase Price. The purchase price for the Project pursuant to the Option (the “Option Purchase Price”), including all adjustments, if any, under Section 14.3(b), shall be equal to the Fair Market Value of the Project (based on the Project Assets, the Excluded Assets, the Assumed Liabilities, and Excluded Liabilities, as supplemented by the Disclosure Schedules) as of the Option Closing Date. As used herein, “Fair Market Value” means the price in cash that a willing buyer would pay to a willing seller, and that a willing seller would accept from a willing buyer, neither of them being under a compulsion to buy or sell, utilizing valuation methods commonly used and accepted in the independent electric generating industry and taking into account all relevant facts and circumstances relating to the Project Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities, and the Disclosure Schedules, as of the Option Closing Date. The Fair Market Value of the Project shall be determined without reference to the terms and conditions of the sale of Product under this Agreement, i.e. the Energy and other Products generated by the Project will be assumed to be sold at their then current fair market value.
