Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. The Restricted Party, its legal successor, receiver, insolvency judge or any other person with the right to act on behalf of the Restricted Party or its estate, shall notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted Party. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all or part of the Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events (a) or (f), at the fair market value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Events (b), (c), (d) or (e), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by [name of independent expert], or if [name of alternative independent expert] refuses or is not able to act, by an experienced international accounting firm appointed by , (the "Expert") on the basis of a valuation of the Company using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within ………… Calendar days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another Calendar days. The Option Parties shall exercise the Purchase Option no later than Calendar days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall each bear half of the costs of the Expert.

Exercise of Purchase Option. The Restricted PartyShareholder or any other person with the right to act on behalf of the Restricted Shareholder shall immediately notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted Shareholder stating in writing the nature of such Triggering Event in accordance with the notice provision set forth in Article 13.5 Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall have the right (but not the obligation) to purchase all or part of the Shares held by the Restricted Shareholder (such number of Shares for which the Purchase Option is exercised, for purposes of this Article, the Relevant Shares), in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them: a. in case of the occurrence of any of the Triggering Events pursuant to letters a or b of Article 7.7.1, at a purchase price equivalent to the fair market value of the Shares; and b. without prejudice to any other rights or remedies under this Agreement, in case of the occurrence of any of the Triggering Events pursuant to letters c or d of Article 7.7.1, the purchase price shall be the lower of the fair market value and the nominal value of the Shares. Each Option Party wishing to exercise the Purchase Option shall notify the Restricted Shareholder (or, as the case may be, its legal successor, receiver, insolvency judge or any other person with the right to act on behalf of the Restricted Party Shareholder or its estate, shall notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted Party. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all or part of the Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events (a) or (f), at the fair market value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Events (b), (c), (d) or (e), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by [name of independent expert], or if [name of alternative independent expert] refuses or is not able to act, by an experienced international accounting firm appointed by , (the "Expert") on the basis of a valuation of the Company using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within ………… Calendar days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another Calendar days. The Option Parties shall exercise the Purchase Option no later than Calendar days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall each bear half of the costs of the Expert.thirty

Exercise of Purchase Option. The Restricted Party, its legal successor, receiver, insolvency judge or any other person with the right to act on behalf of the Restricted Party or its estate, shall notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted Party. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all or part of the Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events (a) or (f), at the fair market value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Events (b), (c), (d) or (e), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by [name of independent expert], or if [name of alternative independent expert] refuses or is not able to act, by an experienced international accounting firm appointed by by.................................................. , (the "Expert") on the basis of a valuation of the Company using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within ………… Calendar days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another Calendar days. The Option Parties shall exercise the Purchase Option no later than Calendar days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall each bear half of the costs of the Expert.……

Exercise of Purchase Option. The Restricted Party, its legal successor, receiver, insolvency judge or any other person with the right to act on behalf of the Restricted Party or its estate, shall notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted Party. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all or part of the Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events (a) or (f), at the fair market value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Events (b), (c), (d) or (e), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by [name of independent expert], or if [name of alternative independent expert] refuses or is not able to act, by an experienced international accounting firm appointed by ………………………………………………, (the "Expert") on the basis of a valuation of the Company using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within ………… Calendar days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another ………… Calendar days. The Option Parties shall exercise the Purchase Option no later than ……….. Calendar days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall each bear half of the costs of the Expert.

Exercise of Purchase Option. The Restricted Party, its legal successor, receiver, insolvency judge or any other person with the right to act on behalf of the Restricted Party or its estate, shall notify the other Parties of the occurrence of any Triggering Event with respect to such Restricted PartyEvent. Upon receipt of such notice or upon a Triggering Event becoming known to the other Parties, such other Parties shall be entitled to purchase all or part of the Shares held by the Restricted Party, in proportion to the nominal value of their shareholdings or in such other proportions as they may agree in writing between them, and, in case of the occurrence of any of the Triggering Events listed in Section 7.7.1 (a), (b) or (fd), at the fair market higher of the “Fair Market Value” and the nominal value of the Shares. Without prejudice to any other rights or remedies, in case of the occurrence of any of the Triggering Events (b), Event (c), (d) or (e), the purchase price shall be the lower of the fair market value and the nominal value of the Shares. If the Parties cannot agree on the fair market value, each Party may request its determination by [name M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Director at SMC Corporate Finance GmbH with his principle place of business at F▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ as independent expert], or if [name of alternative such independent expert] expert refuses or is not able to act, by an experienced international accounting firm appointed by the President of the Zurich Chamber of Commerce, (the "“Expert"”) on the basis of a valuation of the Company using methods customarily used at that time to establish the value of businesses in that industry, excluding any control premium for obtaining a majority of the voting rights in the Company or any block premium. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding. The Option Parties who intend to exercise the Purchase Option shall notify the Restricted Party and the other Parties of their intent to exercise the Purchase Option within ………… Calendar 30 days following receipt of notice of a Triggering Event or, as the case may be, following such Triggering Event becoming known to them, and shall thereafter commence the valuation procedure by mandating the Expert if no agreement on the price can be reached within another Calendar 20 days. The Option Parties shall exercise the Purchase Option no later than Calendar 20 days following agreement on the fair market value or receipt of the final determination of the fair market value from the Expert by giving written notice to the other Parties. The Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall each bear half the fees, costs and expenses of the costs Expert in proportion to the fair market values claimed by them at the beginning of the procedure differing from the fair market value as determined by the Expert. If requested by the Expert, the relevant Restricted Party, on the one hand, and the Option Parties who announced their intent to exercise the Purchase Option, on the other hand, shall make advance payments in respect of fees, costs and expenses to the Expert in equal parts.