Common use of Company's Option Clause in Contracts

Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying Transferor in writing, before expiration of the fifteen (15) day period, that it wishes to purchase all of the Offered Shares. (iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Appears in 2 contracts

Samples: Series a Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Right of First Refusal and Co Sale Agreement (Nobao Renewable Energy Holdings LTD)

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Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 Law of the Laws of Hong Kong)Cayman Islands) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying the Transferor in writing, before expiration of the fifteen (15) day period, period that it wishes to purchase all of the Offered Shares. (iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d8.3(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreementherein, if the Company Company, declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 8.3 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 8.3 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c8.3(c). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 8.3 any Offered Shares offered thereby.

Appears in 1 contract

Samples: Series a 1 Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD)

Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Company Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Company Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying Transferor in writing, before expiration of the fifteen (15) day period, that it wishes to purchase all of the Offered Shares. (iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Company Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed). (ivvi) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.the

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (SKY-MOBI LTD)

Company's Option. (i) The During the period commencing on the Effective Date until the second (2nd) anniversary of the Effective Date (inclusive), if a Holder proposes to transfer any Preferred Shares to a Competitor and the other Major Shareholders fail to agree to purchase all of such Preferred Shares pursuant to Section 2.2(b), the Company shall have an option for a period of fifteen ten (1510) days following the receipt expiration of the Major Shareholder Option Period, or in the event that a Second Transfer Notice is issued pursuant to Section 2.2(b)(iii), a period of ten (10) days following the expiration of the Re-allotment Period, to elect to purchase all or part of such Preferred Shares that the other Major Shareholders fail to agree to purchase (the “Remaining Offered Shares (not in partShares”) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further by notifying the Transferor and the Company in writing before the expiration of such ten (10) day period. Following the second (2nd) anniversary of the Effective Date until (but not including) the third (3rd) anniversary of the Effective Date, if a Holder proposes to complying with transfer any 5 CDMTV – A&R Right of First Refusal and Co-Sale Agreement Preferred Shares to a Competitor and the other Major Shareholders fail to agree to purchase all the applicable statutory provisions (including, without limitationof such Preferred Shares pursuant to Section 2.2(b), the Companies Ordinance Company shall have an option for a period of ten (Cap. 32 10) days following the expiration of the Laws Major Shareholder Option Period, or in the event that a Second Transfer Notice is issued pursuant to Section 2.2(b)(iii), a period of Hong Kong)ten (10) days following the expiration of the Re-allotment Period, to elect to purchase all (but not part) of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice, by notifying the Transferor and the Memorandum and ArticlesCompany in writing before expiration of such ten (10) day period. (ii) The Company may exercise such purchase option andSections 2.2(b)(v), thereby, purchase all of the Offered Shares, by notifying Transferor in writing, before expiration of the fifteen (152.2(b)(vi) day period, that it wishes to purchase all of the Offered Shares. (iiiand 2.2(c) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer applied mutatis mutandis in immediately available funds respect of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt exercise of its option to purchase the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option Remaining Offered Shares pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c2.2(d). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Visionchina Media Inc.)

Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 Law of the Laws of Hong Kong)Cayman Islands) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying the Transferor in writing, before expiration of the fifteen (15) day period, that it wishes to purchase all of the Offered Shares. (iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Nobao Renewable Energy Holdings LTD)

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Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 Law of the Laws of Hong Kong)Cayman Islands) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying Transferor in writing, before expiration of the fifteen (15) day period, that it wishes to purchase all of the Offered Shares. (iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Nobao Renewable Energy Holdings LTD)

Company's Option. (i) The Company shall have an option for a period of fifteen twenty (1520) days following the from receipt of the Transfer Notice to elect to purchase all or portions of the Offered Shares, the Investor Co-Sale Shares, and the Key Holder Co-Sale Shares (not on a pro rata basis among the Offered Shares, Investor Co-Sale Shares, and the Key Holder Co-Sale Shares calculated in partaccordance with Subsection 6.1(c)) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) and the Memorandum and Articles. (ii) The Company may exercise such purchase option and, thereby, purchase all or such pro rata portions of the Offered Shares, the Key Holder Co-Sale Shares and the Investor Co-Sale Shares by notifying Transferor the Transferring Key Holder, the Co-Sale Eligible Key Holder, and the Co-Sale Eligible Investors in writing, writing before expiration of the fifteen such twenty (1520) day period, that it wishes to purchase all of the Offered Shares. (iii) . If the Company gives the Transferor Transferring Key Holder, Co-Sale Eligible Key Holder, and the Co-Sale Eligible Investors notice that it desires to purchase Offered Sharessuch shares, then payment for the Offered Shares, the Investor Co-Sale Shares to be purchased (if any), and the Key Holder Co-Sale Shares (if any) shall be by check or wire transfer in immediately available funds of the appropriate currencytransfer, against delivery of such the Offered Shares, Investor Co-Sale Shares (if any), and Key Holder Co-Sale Shares (if any) to be purchased at a place agreed by upon between the Transferor and the Company parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice the Transfer Notice contemplated a later closing with the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed. (iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(cSubsection 6.1(g). (v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.

Appears in 1 contract

Samples: Stockholders Agreement (Vital Farms, Inc.)

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