Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering. (b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law). (c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).
Appears in 3 contracts
Samples: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Business Combination Agreement (RedBall Acquisition Corp.)
Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under not roll over to the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount and will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will instead be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).
Appears in 3 contracts
Samples: Merger Agreement (Marquee Raine Acquisition Corp.), Merger Agreement (Viveon Health Acquisition Corp.), Business Combination Agreement (Consonance-HFW Acquisition Corp.)
Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).
Appears in 2 contracts
Samples: Merger Agreement (Talaris Therapeutics, Inc.), Business Combination Agreement (BioPlus Acquisition Corp.)
Exercise of Purchase Rights. (a) On each Purchase DateWithin 30 days after providing the Preliminary Sale Notice, each Participant’s accumulated Contributions will be applied to Metro One shall provide Sonera notice (a "New Issue Notice") of the purchase of shares of Common Stock, up to the maximum specific number of shares of Common Stock permitted by the Plan New Issue Securities Metro One is offering to sell (including projected timing) and the price (or price range for a Public Market Sale) and all other material terms applicable Offeringthereto and shall provide to Sonera therewith or within 5 Business Days thereafter such other information as Sonera may have reasonably requested after receipt of the Preliminary Sale Notice in order to evaluate the proposed sale. Within 10 Business Days of receipt of the New Issue Notice, Sonera shall notify Metro One that (i) Sonera agrees to purchase all of the New Issue Securities at the purchase price (or at a price within the range) specified in the Offering. No fractional shares will be issued unless specifically provided for New Issue Notice, or (ii) Sonera offers to purchase a specified number of the New Issue Securities at the price in the OfferingNew Issue Notice or at a specified alternative price, together with the duration of the offer and/or other terms (if any) for such purchase (a "Sonera Alternative Notice"); or (iii) Sonera declines to purchase any New Issue Securities, which decision shall be deemed to have been made in the event Sonera fails to respond within such 10 Business Day period. In addition to specifying a number of New Issue Securities that Sonera offers to purchase in a Sonera Alternative Notice, Sonera may agree in the Sonera Alternative Notice to purchase, at a specified price (or within a price range), share volume, timing and other parameters and concurrently with a sale of New Issue Securities to any third parties, a number of New Issue Securities up to and including that which would be sufficient to maintain a specified percentage ownership interest in the Common Stock on a fully-diluted basis (a "Percentage Election").
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount A Sonera notice under Section 4.2(a)(i) will be held in such Participant’s account for deemed an acceptance of Metro One's offer to sell the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law)New Issue Securities.
(c) No Purchase Rights may A Sonera Alternative Notice shall be exercised deemed, during the 180 day period following the New Issue Notice, a revocable offer of Sonera to any extent unless buy the shares of Common Stock to be issued upon New Issue Securities identified in such exercise notice under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, andterms set forth therein, subject to Section 423 4.4 hereof and conditioned on the sale of New Issue Securities by Metro One to a third party at the price (or within the price range) specified in such Sonera Alternative Notice. Metro One may accept the offer in a Sonera Alternative Notice by notice provided to Sonera not less than 10 Business Days prior to closing if, at the time of such acceptance, the Sonera offer has not expired in accordance with its terms or been revoked.
(d) A Percentage Election shall be deemed, during the 180 day period following the New Issue Notice, a revocable agreement by Xxxxxx to buy and a binding agreement by Metro One to sell the applicable portion of the Code with respect to the 423 ComponentNew Issue Securities, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement Section 4.4 hereof and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, conditioned on the Purchase Date, as delayed sale of New Issue Securities by Metro One to a third party at the maximum extent permissible, price (or within the shares of Common Stock are not registered price range) and the Plan is not other terms specified in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law)such Percentage Election.
Appears in 1 contract
Samples: Stock Purchase Agreement (Metro One Telecommunications Inc)
Exercise of Purchase Rights. (a) On each Purchase DateWithin 30 days after providing the Preliminary Sale Notice, each Participant’s accumulated Contributions will be applied to Metro One shall provide Sonera notice (a "New Issue Notice") of the purchase of shares of Common Stock, up to the maximum specific number of shares of Common Stock permitted by the Plan New Issue Securities Metro One is offering to sell (including projected timing) and the price (or price range for a Public Market Sale) and all other material terms applicable Offeringthereto and shall provide to Sonera therewith or within 5 Business Days thereafter such other information as Sonera may have reasonably requested after receipt of the Preliminary Sale Notice in order to evaluate the proposed sale. Within 10 Business Days of receipt of the New Issue Notice, Sonera shall notify Metro One that (i) Sonera agrees to purchase all of the New Issue Securities at the purchase price (or at a price within the range) specified in the Offering. No fractional shares will be issued unless specifically provided for New Issue Notice, or (ii) Sonera offers to purchase a specified number of the New Issue Securities at the price in the OfferingNew Issue Notice or at a specified alternative price, together with the duration of the offer and/or other terms (if any) for such purchase (a "Sonera Alternative Notice"); or (iii) Sonera declines to purchase any New Issue Securities, which decision shall be deemed to have been made in the event Sonera fails to respond within such 10 Business Day period. In addition to specifying a number of New Issue Securities that Sonera offers to purchase in a Sonera Alternative Notice, Sonera may agree in the Sonera Alternative Notice to purchase, at a specified price (or within a price range), share volume, timing and other parameters and concurrently with a sale of New Issue Securities to any third parties, a number of New Issue Securities up to and including that which would be sufficient to maintain a specified percentage ownership interest in the Common Stock on a fully-diluted basis (a "Percentage Election").
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount A Sonera notice under Section 4.2(a)(i) will be held in such Participant’s account for deemed an acceptance of Metro One's offer to sell the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law)New Issue Securities.
(c) No Purchase Rights may A Sonera Alternative Notice shall be exercised deemed, during the 180 day period following the New Issue Notice, a revocable offer of Sonera to any extent unless buy the shares of Common Stock to be issued upon New Issue Securities identified in such exercise notice under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, andterms set forth therein, subject to Section 423 4.4 hereof and conditioned on the sale of New Issue Securities by Metro One to a third party at the price (or within the price range) specified in such Sonera Alternative Notice. Metro One may accept the offer in a Sonera Alternative Notice by notice provided to Sonera not less than 10 Business Days prior to closing if, at the time of such acceptance, the Sonera offer has not expired in accordance with its terms or been revoked.
(d) A Percentage Election shall be deemed, during the 180 day period following the New Issue Notice, a revocable agreement by Sonera to buy and a binding agreement by Metro One to sell the applicable portion of the Code with respect to the 423 ComponentNew Issue Securities, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement Section 4.4 hereof and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, conditioned on the Purchase Date, as delayed sale of New Issue Securities by Metro One to a third party at the maximum extent permissible, price (or within the shares of Common Stock are not registered price range) and the Plan is not other terms specified in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law)such Percentage Election.
Appears in 1 contract
Samples: Investment Agreement (Metro One Telecommunications Inc)
Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common StockShares (rounded down to the nearest whole share), up to the maximum number of shares of Common Stock Shares permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock Shares on the final Purchase Date of in an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under roll over to the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock Shares to be issued upon on such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the PlanApplicable Laws. If on a Purchase Date the shares of Common Stock Shares are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, and the Purchase Date will be delayed until the shares of Common Stock Shares are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 three (3) months from the Offering original Purchase Date. If, on the Purchase Date, as delayed to the maximum extent permissiblepermissible under the Plan, the shares of Common Stock Shares are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law)interest.
Appears in 1 contract
Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.)
Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under not roll over to the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount and will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will instead be distributed in full to such Participant after the final Purchase Date of such Offering without interest or earnings (unless the payment of interest is otherwise required by Applicable Law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest or earnings (unless the payment of interest is otherwise required by Applicable Law).
Appears in 1 contract
Samples: Business Combination Agreement (McAp Acquisition Corp)
Exercise of Purchase Rights. (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) . Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under not roll over to the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount and will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will instead be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).
(c) . No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).
Appears in 1 contract