BANKRUPTCY OR INSOLVENCY OF A STOCKHOLDER; PURCHASE OPTION Sample Clauses

BANKRUPTCY OR INSOLVENCY OF A STOCKHOLDER; PURCHASE OPTION. If a Stockholder becomes a Bankrupt Stockholder, the remaining Stockholder(s) (whether one or more, the "Remaining Stockholder") shall have the exclusive right and option, to be exercised in a writing delivered to the Bankrupt Stockholder, for a period of sixty (60) days after the Remaining Stockholder has received written notice from the Bankrupt Stockholder of the occurrence of any Event of Bankruptcy (which notice shall be delivered within three (3) Business Days after such occurrence), to purchase all of the Common Stock of the Bankrupt Stockholder at a purchase price determined in accordance with subsection C. of this Section. A. The Bankrupt Stockholder (or its legal representative) whose Common Stock is to be purchased by the Remaining Stockholder pursuant to this Section shall, within ten (10) days after receipt of notice from the Remaining Stockholder of its intent to purchase the Common Stock of the Bankrupt Stockholder, execute and deliver such stock certificates and stock powers and other instruments as shall reasonably be requested by such Remaining Stockholder to effect the transfer of such Common Stock of the Bankrupt Stockholder, and shall, to the extent requested by the Remaining Stockholder, cooperate to effect a smooth and efficient continuation of the Corporation affairs. If the Bankrupt Stockholder disputes the right of the Remaining Stockholder to purchase the Bankrupt Stockholder's Common Stock, such Bankrupt Stockholder shall nevertheless execute instruments and cooperate with the Remaining Stockholder pursuant to the immediately preceding sentence, without, however, being deemed to have waived his or its rights to damages if the Remaining Stockholder shall have purchased the Common Stock of the Bankrupt Stockholder under this Section without having the right to do so. The Bankrupt Stockholder shall indemnify and hold the Remaining Stockholder harmless from and against all loss, liability, cost or expense (including reasonable attorneys' fees) suffered or incurred by the Remaining Stockholder if the Bankrupt Stockholder shall fail to properly execute instruments and cooperate with the Remaining Stockholder pursuant to, or shall otherwise fail to perform any of its obligations under the provisions of this Section. B. Upon compliance by the Bankrupt Stockholder with the provisions of subsection A., the Remaining Stockholder who purchases the Common Stock of the Bankrupt Stockholder shall pay to such Bankrupt Stockholder the "Fair Valu...
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Related to BANKRUPTCY OR INSOLVENCY OF A STOCKHOLDER; PURCHASE OPTION

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Representatives Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 500,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $8.80, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Default Not Exceeding 10% of Firm Securities or Option Securities If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities or Option Securities to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Default Exceeding 10% of Firm Securities or Option Securities In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Securities or Option Securities, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Securities or Option Securities to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Securities or Option Securities, you do not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Securities or Option Securities on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Securities or Option Securities to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Securities, this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

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