CS CONSENT RIGHTS; CONVEYANCE OF STOCK Sample Clauses

CS CONSENT RIGHTS; CONVEYANCE OF STOCK. (a) -------------------------------------- All rights of BANX and its affiliates to consent to the exercise by CAI of its right to approve or disapprove of the taking of any actions by CS Wireless Systems, Inc. pursuant to the terms of the Consent dated February 23, 1996 (the "CS Consent") among CAI, BANX and its affiliates shall be terminated effective upon the execution and delivery of this Agreement. During the option period, BANX and its affiliates party hereto agree to xxxxx XXX a proxy for the purposes of voting their respective shares of CS Wireless Systems, Inc. ("CS") common stock; provided, however, that with respect to votes regarding the following -------- ------- matters, CAI must vote the shares of CS held by BANX and its affiliates as directed by such parties: any shareholder approval sought in connection with a public offering of CS equity securities in the event that CAI proposes to vote against such a transaction; any shareholder approval in connection with a merger, business combination, sale of all or substantially all of CS' assets or any similar transaction, other than a transaction in which the holders of CS common stock would become the holders of tradable securities in a publicly traded entity, unless CAI has notified BANX that it proposes to vote in favor of such transaction; any shareholder approval in connection with a transaction between CS and CAI and/or any of their respective affiliates; any shareholder approval in connection with a redemption or repurchase of CS' equity securities or the declaration of any dividends; and any transaction, other than a sale of CS equity securities for cash, that would dilute the interest of BANX and its affiliates in CS or grant any entity greater voting rights. CAI will inform BANX if it proposes to exercise the proxy granted hereunder. If the proxy would be voted in connection with one or more of the items listed in this Section 4(b), CAI will describe the action to be approved and CAI's intention to exercise the proxy for or against such matter, and the notice containing the foregoing shall be delivered as soon as possible, but in no event less than ten (10) business days prior to the date of the vote. Unless BANX notifies CAI prior to the actual vote that it objects to CAI's proposed vote, CAI shall exercise the proxy as indicated in the notice. In the event CAI exercises the proxy granted hereunder other than at the express direction of BANX, CAI shall defend, indemnify and hold harmless...
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CS CONSENT RIGHTS; CONVEYANCE OF STOCK. Section 4 of the Modification Agreement is hereby amended by deleting subsection (b) thereof in its entirety (which subsection (b) the parties agree begins with the second full paragraph of Section 4) and inserting the following in lieu thereof:
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Related to CS CONSENT RIGHTS; CONVEYANCE OF STOCK

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • Time and Manner of Exercise of Option (i) No portion of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a), (b) and (c) hereof.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Conditions to Issuance of Stock Certificates The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

  • Effect of Reorganization Etc Adjustment of Exercise Price 3.1 In the event of any capital reorganization or reclassification not otherwise covered in Section 4, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in Section 4 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in Section 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances.

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