Common use of Company’s Right to Sell Clause in Contracts

Company’s Right to Sell. In the event any Investor fails to exercise its right within such twenty (20) day period to acquire its full Preemptive Share Percentage of the New Securities offered, the Company shall have sixty (60) days to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of such agreement) all such New Securities for which the Investor preemptive rights were not exercised, at a price and upon terms not more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3. In the event the Company has not sold within such sixty (60) day period or entered into any agreement to sell all such New Securities within such sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty (120) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Investor in the manner provided in this Section 7.

Appears in 3 contracts

Samples: Rights Agreement (Silvergate Capital Corp), Investor Rights Agreement (Silvergate Capital Corp), Investor Rights Agreement (Silvergate Capital Corp)

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Company’s Right to Sell. In the event any the Investor fails to exercise its the right within such twenty (20) day period of first refusal as to acquire its full Preemptive Share Percentage of the all New Securities offeredoffered within said seven (7) Business Day period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of such said agreement) to sell all such New Securities for respecting which the Investor preemptive rights were Investor's option was not exercised, at a price and upon general terms not no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such said sixty (60) day period or entered into any an agreement to sell all such New Securities within such said sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty (120) days from the date of such said agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor in the manner provided in this Section 7above.

Appears in 1 contract

Samples: Modification Agreement (Tracker Corp of America)

Company’s Right to Sell. In the event any Investor the Shareholder fails to exercise its right exercise, within such twenty ten (2010) day period period, the right to acquire its full Preemptive Share Percentage of the New Equity Securities offered, the Company shall have sixty (60) days to sell or enter into an agreement to sell (pursuant to which the sale of New Equity Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of such agreement) all such New Equity Securities for which the Investor such preemptive rights were not exercised, at a price and upon terms not more favorable in any material respect to the purchasers thereof than as was specified in the Company’s notice delivered pursuant to Section 7.37.2. In the event the Company has not (a) sold or issued, or entered into any agreement to sell, all such Equity Securities within such sixty (60) day period or (b) if the Company so entered into any an agreement to sell all such New Securities within such sixty (60) day period (or Equity Securities, sold and issued all such New Equity Securities in accordance with the foregoing within one hundred twenty (120) days from the date of such agreement), the Company shall not thereafter issue or sell any New Equity Securities without first again offering such securities to the Investor Shareholder in the manner provided in this Section Article 7.

Appears in 1 contract

Samples: Shareholders Agreement (Icu Medical Inc/De)

Company’s Right to Sell. In To the event any Investor fails extent that the Stockholders fail to exercise its the right of first refusal for all New Securities within such twenty said sixty (2060) day period to acquire its full Preemptive Share Percentage of the New Securities offeredperiod, the Company shall have sixty ninety (6090) days thereafter to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty thirty (12030) days from the date of such said agreement) all such to sell the New Securities for which not elected to be purchased by the Investor preemptive rights were not exercised, Stockholders at a the price and upon general terms not no more favorable in any material respect to the purchasers thereof of such securities than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such sixty said ninety (6090) day period or entered into any an agreement to sell all such New Securities within such sixty said ninety (6090) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty thirty (12030) days from the date of such said agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor Stockholders in the manner provided in this Section 7above.

Appears in 1 contract

Samples: Stockholders' Agreement (Elite Pharmaceuticals Inc /De/)

Company’s Right to Sell. In the event any the Investor fails to exercise its ----------------------- fully the right of first refusal within such the twenty (20) day period to acquire its full Preemptive Share Percentage of the New Securities offeredperiod, the Company shall have sixty ninety (6090) days thereafter to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty ninety (12090) days from the date of such agreement) all such to sell the New Securities for which not purchased by the Investor preemptive rights were not exercised, (the "Available New Securities") at a price and upon general terms not no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such sixty ninety (6090) day period or entered into any an agreement to sell all such the Available New Securities within such sixty ninety (6090) day period (or sold and issued all such the Available New Securities in accordance with the foregoing within one hundred twenty ninety (12090) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor in the manner provided in this Section 7section.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Net Value Holdings Inc)

Company’s Right to Sell. In the event any Investor fails Siris and its Affiliates fail to exercise its right exercise, within such twenty fifteen (2015) day period period, the right to acquire its full Preemptive Share Percentage of the New Securities offered, the Company shall have sixty (60) days to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of such agreement) all such New Securities for which the Investor such preemptive rights were not exercised, at a price and upon terms not more favorable in any material respect to the purchasers thereof than as was specified in the Company’s notice delivered pursuant to Section 7.35.03. In the event the Company has not (a) sold within such sixty (60) day period or issued, or entered into any agreement to sell sell, all such New Securities within such sixty (60) day period or (or b) if the Company so entered into an agreement to sell all such New Securities, sold and issued all such New Securities in accordance with the foregoing within one hundred twenty (120) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Investor Siris and its Affiliates in the manner provided in this Section 7.Article V.

Appears in 1 contract

Samples: Stockholder Agreement (Plantronics Inc /Ca/)

Company’s Right to Sell. In the event any Investor fails the existing ----------------------- Stockholders fail to exercise its the right of first refusal as to all New Securities offered within such twenty said thirty (2030) day period to acquire its full Preemptive Share Percentage of the New Securities offeredperiod, the Company shall have sixty (60) days thereafter to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty sixty (12060) days from the date of such said agreement) to sell all such New Securities for respecting which the Investor preemptive rights were right to purchase provided in Section 9.1 was not exercised, at a price and upon general terms not no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such said sixty (60) day period or entered into any an agreement to sell all such New Securities within such said sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty sixty (12060) days from the date of such said agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor Stockholders in the manner provided in this Section 7above.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Beringer Wine Estates Holdings Inc)

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Company’s Right to Sell. In the event any Investor fails the Holders in the aggregate fail to exercise its the right within such twenty (20) day period of first refusal as to acquire its full Preemptive Share Percentage all of the New Securities offeredoffered within the 30 or 60 day period, as applicable, provided in Section 3.3 above, the Company shall have sixty (60) days after the expiration of such period to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty sixty (12060) days from the date of such said agreement) and to sell all such New Securities for respecting which the Investor preemptive rights Holders' options were not exercised, at a price and upon general terms not no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such said sixty (60) day period or entered into any an agreement to sell all such New Securities within such said sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty sixty (12060) days from the date of such said agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor Holders in the manner provided in this Section 7above.

Appears in 1 contract

Samples: Investors' Rights Agreement (Flashcom Inc)

Company’s Right to Sell. In the event any Investor fails to exercise its right within such twenty (20) day period to acquire its full Preemptive Share Percentage of the New Securities offered, the Company shall have sixty (60) days to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of such agreement) all such New Securities for which the Investor Investors’ preemptive rights were not exercised, at a price and upon terms not more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3. In the event the Company has not sold within such sixty (60) day period or entered into any agreement to sell all such New Securities within such sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty (120) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Investor Investors in the manner provided in this Section 7.

Appears in 1 contract

Samples: Rights Agreement (Silvergate Capital Corp)

Company’s Right to Sell. In the event any Investor fails the existing Stockholders fail ----------------------- to exercise its the right of first refusal as to all New Securities offered within such twenty said thirty (2030) day period to acquire its full Preemptive Share Percentage of the New Securities offeredperiod, the Company shall have sixty (60) days thereafter to sell or enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty sixty (12060) days from the date of such said agreement) to sell all such New Securities for respecting which the Investor preemptive rights were right to purchase provided in Section 9.1 was not exercised, at a price and upon the general terms not more favorable in any material respect to the purchasers thereof than specified in the Company’s notice delivered pursuant to Section 7.3's notice. In the event the Company has not sold within such said sixty (60) day period or entered into any agreement to sell all such New Securities within such said sixty (60) day period (or sold and issued all such New Securities in accordance with the foregoing within one hundred twenty sixty (12060) days from the date of such said agreement), the Company shall not thereafter issue or sell any New Securities Securities, without first offering such securities to the Investor Stockholders in the manner provided in this Section 7above.

Appears in 1 contract

Samples: Stockholders' Agreement (Firstamerica Automotive Inc /De/)

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