Exercise of Co-Sale Right Sample Clauses

Exercise of Co-Sale Right. In order to exercise its rights under this Section 2.3, PENAC shall give written notice thereof to WRH/QIC and the Relevant Seller within twenty (20) business days from PENAC's receipt of the First Refusal Notice, which notice shall either (i) specify the number of shares that PENAC intends to sell, or (ii) if applicable, specify the number of shares that PENAC intends to contribute to WRH/QIC in exchange for Units to be sold in the transaction. No sales of shares or Units shall occur until the expiration of such twenty (20) business day period. If the sum of the number of shares or Units to be sold by WRH/QIC, PENAC and the members of WRH/QIC pursuant to the exercise of these "tag-along" rights exceeds the number of shares the purchaser is willing to buy, then WRH/QIC shall adjust the number of shares or Units to be sold by WRH/QIC, PENAC and the members of WRH/QIC to ensure that the ratio of the number of shares or Units proposed to be sold by WRH/QIC, or the members of WRH/QIC, to the ratio of shares actually sold by WRH/QIC, or the members of WRH/QIC, shall be equal to the ratio for PENAC. WRH/QIC shall provide in its Operating Agreement that it has the right to adjust the number of Units sold by its members to comply with this Section 2.3.
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Exercise of Co-Sale Right. In the event that any Investor has not exercised its right of first refusal with respect to any or all of the relevant Offered Shares to which such Investor is entitled to exercise such right of first refusal (the “Co-Sale Rights Holders”), then the remaining Offered Shares not subscribed for under the right of first refusal pursuant to Section 4.1, 4.2 and 4.3 above shall be subject to co-sale rights under this Section 4.4 and each Co-Sale Rights Holder shall have the right, exercisable upon written notice to the relevant Selling Shareholder, the Company and each other Co-Sale Rights Holders (the “Co-Sale Notice”) within ten (10) business days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Class A Ordinary Shares (on both an absolute and as-converted to Class A Ordinary Shares basis) that such Co-Sale Rights Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Rights Holder. To the extent one or more of the Co-Sale Rights Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares that such relevant Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Rights Holder shall be subject to the following terms and conditions:
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Exercise of Co-Sale Right. The Co-Sale Right of ISO shall be subject to the following terms and conditions: (a) To effect its participation in the sale or transfer of its Co-Sale Shares to the prospective purchaser or transferee following timely delivery of the Co-Sale Exercise Notice, ISO shall, to the extent ISO proposes to sell shares of Common Stock, deliver to Israel, for transfer to the prospective purchaser or transferee, one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock that ISO elects to sell pursuant to the Co-Sale Exercise Notice. (b) The stock certificate or certificates which ISO delivers to Israel shall be delivered by ISO to the purchaser upon consummation of the sale pursuant to the terms and conditions specified in the Purchase Offer Notice, and Israel shall promptly thereafter (and in any event, within fifteen (15) days after such sale) remit to ISO that portion of the sale proceeds to which ISO is entitled by reason of its participation in such sale. (c) Israel shall use all reasonable efforts to cause the prospective purchaser or transferee to agree to acquire, upon the same terms and conditions as those set forth in the Purchase Offer, all of the Co-Sale Shares of ISO. To the extent that any prospective purchaser prohibits the assignment of Co-Sale Shares or otherwise refuses to purchase Co-Sale Shares from ISO, Israel shall not sell to such prospective purchaser any Offered Shares unless and until, simultaneously with such sale, Israel shall purchase such Co-Sale Shares from ISO for the same consideration, and on the same terms and conditions, as the proposed sale or transfer described in the Purchase Offer Notice (which terms and conditions shall be no less favorable than those governing the sale to the purchaser by Israel).
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Exercise of Co-Sale Right. Each of the Investors shall have the ------------------------- right, exercisable upon written notice to Holder within ten (10) business days after receipt of the notice of the Purchase Offer referenced in Section 1.1 above, to participate in Holder's sale of the Capital Stock pursuant to the specified terms and conditions of such Purchase Offer. To the extent one or more of the Investors exercises such right of participation in accordance with the terms and conditions set forth below, the number of shares of Capital Stock which Holder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of each of the Investors shall be subject to the following terms and conditions: a. Each of the Investors may sell all or any part of that number of shares of Common Stock (or Preferred Stock convertible into such number of shares of Common Stock) of the Company equal to the product obtained by multiplying (i) the maximum aggregate number of Common Stock and Preferred Stock (on an as-converted to Common Stock basis) covered by the Purchase Offer by (ii) a fraction, the numerator of which is the number of shares of Common Stock of the Company at the time owned by the Investor (assuming for such purpose the conversion of any Preferred Stock owned by the Investor into Common Stock) and the denominator of which is the combined number of shares of Common Stock of the Company at the time owned by the Holder and the Investors (assuming for such purpose the conversion of any Preferred Stock owned by Holder and the Investors). b. To the extent one or more of the Investors elect not to sell the full number of shares said Investors are entitled to sell pursuant to Section 1.2(a) above, the Holder's right to participate in the sale shall be increased by a corresponding number of shares. c. Each of the Investors may effect its participation in the sale by delivering to a closing agent reasonably acceptable to such Investors and the Holder ("Agent") for transfer to the Offeror one or more certificates, properly endorsed for transfer, which represent (i) the number of shares of Common Stock which the Investor elects to sell pursuant to this Section 1.2 or (ii) that number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which the Investor elects to sell pursuant to this Section 1.2; provided, however, that if the Offeror objects to the delivery of Preferred Stock in lieu of Common Sto...
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Exercise of Co-Sale Right. An Offeree Shareholder may exercise his or its Co-Sale Right by giving written notice (the "Offeree Shareholder Notice") to the Selling Shareholder within 20 days after the receipt of the Selling Shareholder Notice. If any Offeree Shareholder exercises his or its Co-Sale Right, the Selling Shareholder shall arrange for the sale to the prospective purchaser of up to a quantity of Company Securities (including, in the case of a sale of Common Stock or Company Securities convertible into, or exercisable or exchangeable for, Common Stock, shares of Common Stock issuable upon the conversion, exercise or exchange of such Company Securities) of each Offeree Shareholder delivering an Offeree Shareholder Notice which bears the same proportion to the total number of shares of Common Stock (on a fully-diluted basis) owned by such Offeree Shareholder as the number of shares of Common Stock (on a fully-diluted basis) being sold by the Selling Shareholder bears to the total number of shares of Common Stock (on a fully-diluted basis) owned by the Selling Shareholder, at the purchase price per share and on the terms and conditions specified in the Selling Shareholder Notice. For purposes of this Paragraph 1B: (a) if the Selling Shareholder proposes to sell only Common Stock, an Offeree Shareholder may elect to sell (i) Common Stock (1) held by such Offeree Shareholder and/or (2) issuable to such Offeree Shareholder upon the conversion, exercise or exchange of other Company Securities held by such Offeree Shareholder, at the purchase price per share specified for the Common Stock in the Selling Shareholder Notice, and/or (ii) Company Securities held by such Offeree Shareholder which are convertible into, or exercisable or exchangeable for, Common Stock, at the purchase price per share of Common Stock specified in the Selling Shareholder Notice multiplied by the number of shares of Common Stock into which a share of such Company Securities are then convertible into, or exercisable or exchangeable for; (b) if the Selling Shareholder proposes to sell only Preferred Stock, an Offeree Shareholder may elect to sell (i) Preferred Stock of the same series as that being sold by the Selling Shareholder held by such Offeree Shareholder, at the purchase price per share specified for the Preferred Stock in the Selling Shareholder Notice and/or (ii) Common Stock (1) held by such Offeree Shareholder and/or (2) issuable to such Offeree Shareholder upon the conversion, exercise or exchange...
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Exercise of Co-Sale Right. Within ten (10) days after delivery of the Co-Sale Notice, each holder of Units other than the Co-Sale Offerees (a “Tagging Member”), respectively, may elect to participate in the proposed Transfer by delivering to the Co-Sale Offerees a written notice (the “Tag-Along Notice”) specifying the number of Units (the “Tagging Units”) with respect to which the Tagging Member elects to exercise its rights under this Section 9.04. If one or more Tagging Members exercise its rights to participate in a Transfer to a Co-Sale Offeror pursuant to this Section 9.04 and gives timely notice of such election, then the Co-Sale Offerees shall not Transfer any Units to the Co-Sale Offeror unless (i) the Co-Sale Offeror agrees to purchase that number of Tagging Units each Tagging Member proposes to Transfer in its respective Tag-Along Notice, at the same time and on the same terms and conditions as the purchase of the Class A Units being purchased from the Co-Sale Offerees or, (ii) if the Co-Sale Offeror does not agree to purchase all of the Tagging Units, each Tagging Member is permitted to Transfer, simultaneously with the purchase of the Class A Units from the Co-Sale Offerees, a number of Units equal to its respective Co-Sale Pro Rata Portion, in each case on the terms and conditions set forth in this Section 9.04; provided, that in the event the Tagging Members Transfer their Co-Sale Pro Rata Portion pursuant to subsection (ii) above, the number of Units that the Co-Sale Offerees may Transfer pursuant to the terms of this Section 9.04 shall be reduced by the number of Tagging Units to be sold by the Tagging Members.
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Exercise of Co-Sale Right. If Harpxxx xxxires to exercise his Co-Sale Right under this Section 5, then Harpxxx xxxll notify Metretek in writing within ten (10) days after receipt of the Co-Sale Notice that he will sell to either the Prospective Purchaser or to Metretek, at Metretek's option, a number of Shares on the same terms and conditions as the Selling Stockholder set forth in the Co-Sale Notice. If the Co-Sale Purchaser will not purchase all of the Shares which Harpxxx xxxhes to sell pursuant to this Section 4, then the number of Shares which Harpxxx xxx Transfer pursuant to this Section 4 shall be equal to the product obtained by multiplying (x) the total number of Shares being purchased by the Co-Sale Purchaser, by (y) a fraction, (i) the numerator of which is the total number of Shares owned by Harpxxx, xxd (ii) the denominator of which is the total number of shares owned by Harpxxx xxx Metretek.
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Related to Exercise of Co-Sale Right

  • Exercise of Call Option 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

  • Co-Sale Right 3.1 An Offeror may not sell any of the Offered Shares until each of the Investors shall have been given the right (a “Co-Sale Right”), exercisable by Notice delivered to the Company and the Offeror within twenty (20) days from the date of the Company Notice, to sell to the proposed purchaser or purchasers (including, as applicable, the Company and any Electing Investors), upon the same terms and conditions offered by the Offeror, a number of shares up to the Investor’s Co-Sale Pro Rata Share of the Offered Shares (the “Co-Sale Shares”). 3.2 Any Investor who fails to notify the Company and Offeror within twenty (20) days after the Sale Notice of the exercise of the Investor’s Co-Sale Right (or who has exercised purchase rights under Section 2), shall have thereby waived Co-Sale Rights with respect to the Offered Shares. 3.3 If any Investor has made a timely exercise of a Co-Sale Right, to the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder (a “Co-Selling Investor”), the Offeror shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sale, the Offeror purchases such Co-Sale Shares from such Co-Selling Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notice. 3.4 Each Co-Selling Investor shall, promptly after exercising a Co-Sale Right, deliver to the Offeror for transfer to the prospective purchaser or purchasers one or more certificates, properly endorsed for transfer, evidencing the Co-Sale Shares, Series A-1 Shares convertible into Co-Sale Shares or any combination of the two (and, if the Offered Shares included Series A Shares, the number of Series A Shares comprising Co-Sale Shares). If a prospective purchaser objects to the delivery of preferred stock in lieu of Common Stock, any Co-Selling Investor shall convert the Series A-1 Shares into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with the actual sale of such shares to the proposed purchaser. Series A Shares may not be delivered to exercise a Co-Sale Right with respect to offered Common Stock or offered Series A-1 Shares. 3.5 If the Investors have not elected to purchase all of the Available Shares pursuant to Section 2, the Offeror may, during the 60-day period following the Settlement Date, offer the remaining unsold portion of the Available Shares (as reduced by any exercised Co-Sale Rights, the “Salable Shares”), along with any Co-Sale Shares, on terms and conditions (other than the time permitted to close the purchase) no more favorable to the Offeree than those specified in the Sale Notice, to the purchaser or purchasers identified in the Sale Notice. If the Offeror does not enter into an agreement for the sale of any of the Salable Shares and Co-Sale Shares within such period, or if such agreement is not consummated within thirty (30) days of its execution, the right provided under Sections 2 and 3 shall be revived as to the unsold Offered Shares, which shall not be sold unless first reoffered to the Company and the Investors in accordance with Sections 2 and 3. Any partial sale of Shares made pursuant to this Section 3.5 shall be allocated on a pro rata basis among Salable Shares and Co-Sale Shares. 3.6 On consummation of the sale of the Offered Shares and Co-Sale Shares, the Offeror shall transfer to the purchaser the stock certificate or certificates that the Investor has delivered to the Offeror pursuant to Section 3.4. The Offeror shall, upon receipt, remit to the Co-Selling Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Co-Selling Investor, the Offeror shall not sell any Offered Shares to the prospective purchaser unless, simultaneously with such sale, the Offeror purchases the Co-Sale Shares from such Investor.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Issuer, the Guarantor and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of Rights; Tender Offers Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall promptly notify each applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Co-Sale Rights (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

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