Company Right. To the extent that Investors fail to exercise in full the right of first offer as provided in Section 4.3(a) hereof, the Company shall have 90 days thereafter to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within said 90-day period) the New Securities respecting which the Investors' rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within said 90-day period (or sold and issued New Securities in accordance with the foregoing within 90 days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Investors in the manner provided above.
Company Right. The Company has the right to require the Holder to exercise this Warrant in accordance with the following terms and schedule (such requirement a "Mandatory Exercise"):
(a) the Company may, in its sole discretion, require the Holder in one or more Mandatory Exercises, pursuant to one or more Notices of Mandatory Exercise (as defined in Section 2.2 below), to exercise this Warrant in part for up to and including three hundred seventy-five thousand (375,000) shares of Common Stock on or after any such date that (i) the Closing Bid Price (as defined below) of the Common Stock for each of the previous fifteen (15) consecutive Trading Days (as defined below) (each such period a "Test Period") equals or exceeds $0.68 per share, and (ii) the average daily trading volume of the Common Stock during such Test Period is equal to or greater than one hundred fifty thousand (150,000) shares; and
(b) the Company may, in its sole discretion, require the Holder in one or more Mandatory Exercises, pursuant to one or more Notices of Mandatory Exercise, to exercise this Warrant in part for a total of up to and including seven hundred fifty thousand (750,000) shares of Common Stock on or after any such date that (i) the Closing Bid Price of the Common Stock during such Test Period equals or exceeds $0.94 per share, and (ii) the average daily trading volume of the Common Stock during such Test Period is equal to or greater than one hundred fifty thousand (150,000) shares; and
(c) the Company may, in its sole discretion, require the Holder in one or more Mandatory Exercises, pursuant to one or more Notices of Mandatory Exercise, to exercise this Warrant for a total of up to and including one million one hundred twenty-five thousand (1,125,000) shares of Common Stock on or after any such date that (i) the Closing Bid Price of the Common Stock during such Test Period equals or exceeds $1.135 per share, and (ii) the average daily trading volume of the Common Stock during such Test Period is equal to or greater than one hundred fifty thousand (150,000) shares; provided further, that (i) the Company shall not submit a Notice of Mandatory Exercise (as defined in Section 2.2) within a period of thirty (30) Trading Days from any previous Notice of Mandatory Exercise, and (ii) the Company's right to require a Mandatory Exercise pursuant to any of subsections a, b or c above, after the conditions in the relevant subsection are met, shall continue indefinitely and shall not be effected by a...
Company Right. If at any time a Shareholder desires (or is required) ------------- to sell or transfer in any manner any Shares (as hereinafter defined) pursuant to the terms of a bona fide offer received from a third party (a "Buyer"), the Shareholder shall submit a written offer to sell such Shares (the "Offered Shares") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Shareholder proposes to sell such Offered Shares to Buyer (the "Offer"). The Offer shall disclose the identity of the Buyer, the number of Offered Shares, the terms of the proposed sale or transfer and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the Offer, the Company shall give notice to the Shareholder of its intent to purchase all or some of the Offered Shares from the Shareholder on the terms and conditions set forth in the Offer.
Company Right. The Company shall have the right but not the obligation to acquire all, but not less than all, of the Changing Member's Membership Interest at the Fair Market Value. The Company shall have 15 Business Days following the determination of the Fair Market Value in which to notify the Members whether the Company desires to exercise its Buy-out Right. If the Company fails to exercise its Buy-out Right during such 15 Business Day period, then the Company's Buy-out Right shall be deemed to have been waived for the subject Change of Member Control, but not for any future Change of Member Control.
Company Right. Section 5.3 Company Rights Agreement.................................... Section 5.3
Company Right. From the Effective Date until 180 days after the Effective Date ("Company Exercise Period"), if each VWAP during any 10 consecutive Trading Days during the Company Exercise Period exceeds $12.825, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions in the Ordinary Shares that occur after the date of this Agreement, the Company may, in its sole determination and by notice within 2 Trading Days of the end of any such 10 consecutive Trading Day period, on one occasion, require the Purchasers to purchase, in the ratio of such Purchaser's Subscription Amount on the Closing Date to the aggregate Subscription Amounts of all Purchasers on the Closing Date, additional Debentures and Warrants for an aggregate purchase price among all Purchasers of up to $3,000,000. Any additional investment will be on terms and prices identical to those set forth in the Transaction Documents, mutatis mutandis, except (i) (A) the Set Price for any Debentures issued under this additional investment shall be equal to $5.70 and (B) the exercise price of the warrants shall be $6.50; provided that the set price and exercise price set forth above shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and (ii) this Section 4.16, along with Sections 4.13, 4.14, 4.17, 5.1 and Section 5.2 (with respect to payments to Omicron only), shall not be included in the securities purchase agreement. In order to effectuate a purchase and sale of the additional debentures and warrants, the Company and the Purchasers shall enter into the following agreements: (x) a securities purchase agreement identical to this Agreement, mutatis mutandis, except as set forth above, and shall include updated disclosure schedules and (y) a registration rights agreement identical to the Registration Rights Agreement, mutatis mutandis, except as set forth above, and shall include updated disclosure schedules. Any such additional investment shall close within 10 Trading Days of notice to the Purchasers by the Company that the Company elects to exercise its rights hereunder. The Company's right hereunder shall be applied ratably to all Purchasers as set forth above. The Purchasers shall not be obligated to purchase such securities, notwithstanding this right, if a Material Adverse Effect has occurred during...
Company Right. The Company shall have, for a period of ninety (90) days after appointment of an executor, administrator or personal representative for the deceased Member, an option to purchase the deceased Member’s entire interest in the Company. The Purchase Price and payment terms shall be determined in accordance with Sections 7.6 and 7.7 below.
Company Right. Within ten days after receipt of the Common ------------- Notice, the Company may elect to purchase all (but not less than all) of the equity securities to which the Common Notice refers, on the same terms and conditions specified in the Common Notice, by delivering to the Selling Party a written notice of such election.
Company Right. To the extent that the Subordinated Warrant Holders fail to exercise in full the right of first offer as provided in subsection 8.4(a) hereof, the Company shall have ninety (90) days thereafter to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within said ninety (90) day period) the New Securities respecting which the Subordinated Warrant Holders' rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) day period (or sold and issued New Securities in accordance with the foregoing within ninety (90) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Subordinated Warrant Holders in the manner provided above.
Company Right. Within ten business days after receipt of the Notice, ------------- the Company may elect to purchase all (but not less than all) of the equity securities to which the Notice refers, on the same terms and conditions specified in the Notice, by delivering to the Holder a written notice of such election. The Company may assign this right to any third party. Company Purchase. In the event the Company elects to acquire all of ---------------- the equity securities pursuant to this right of first refusal, the Company and the Holder shall complete the sale and purchase of such equity securities shares within thirty days after the Company receives the Notice.
