Failure of Purchase Sample Clauses

Failure of Purchase. In the event the Investor fails to exercise its rights provided in this Section 4.3 within the 10 day period described in Section 4.3(b) or, if so exercised, the Investor is unable to consummate such purchase within the time period specified in Section 4.3(c) above because of its failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the New Securities covered thereby shall be consummated, if at all, within 30 days from the date of such agreement) to sell the New Securities not elected to be purchased pursuant to this Section 4.3 or which the Investor is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon other terms that, taken in the aggregate, are not more favorable to the purchasers of such securities than were specified in the Company’s notice to the Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five business days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within such 90-day period (or sold and issued New Securities in accordance with the foregoing within 30 days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of such agreement)), the Company shall not thereafter offer, issue or sell such New Securities without first offering such securities to the Investor in the manner provided above.
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Failure of Purchase. In the event (A) the Subscribing Entity fails to exercise its Subscription Right provided in this Section 5.9 within said three Business Day period or, (B) if so exercised, the Subscribing Entity fails or is unable to consummate such purchase within the 180 day period specified in Section 5.9(a)(iii), without prejudice to other remedies, the Company shall thereafter be entitled during the Additional Sale Period to sell the Proposed Securities not elected to be purchased pursuant to this Section 5.9 or which the Subscribing Entity fails to, or is unable to, purchase, at a price and upon terms no more favorable in any material respect to the purchasers of such securities than were specified in the Company’s notice to Purchaser. In the event the Company has not sold the Proposed Securities within the Additional Sale Period, the Company shall not thereafter offer, issue or sell such Proposed Securities without first offering such securities to Purchaser in the manner provided above.
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Failure of Purchase. In the event (A) the Subscribing Entity fails to exercise its Subscription Right provided in this Section 1 within said three (3) Business Day period, or (B) if so exercised, the Subscribing Entity fails or is unable to consummate such purchase within the one hundred eighty (180) day period specified in Section 1(iii), without prejudice to other remedies, THHC shall thereafter be entitled during the Additional Sale Period to sell the Proposed Securities not elected to be purchased pursuant to this Section 1 or which the Subscribing Entity fails to, or is unable to, purchase, at a price and upon terms no more favorable in any material respect to the purchasers of such securities than were specified in THHC’s notice to Purchaser. In the event THHC has not sold the Proposed Securities within the Additional Sale Period, THHC shall not thereafter offer, issue or sell such Proposed Securities without first offering such securities to Purchaser in the manner provided above.
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Failure of Purchase. In the event the Investor fails to exercise its preemptive purchase rights provided in this Section 3.5 within the applicable five Business Day period or, if so exercised, the Investor does not consummate such purchase within the applicable period, the Company shall thereafter be entitled during the period of 120 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of New Stock covered thereby shall be consummated, if at all, within 60 days from the date of such agreement) to sell the New Stock not purchased pursuant to this Section 3.5 at a price which is at a discount (expressed as a percentage) to the market price of the shares of the Company that does not exceed by more than 5% the discount (expressed as a percentage) to the market price offered in the Qualified Equity Offering giving rise to such preemptive purchase rights hereunder (if such a discount was so offered). In the event the Company has not sold the New Stock or entered into an agreement to sell the New Stock within said 120 day period, the Company shall not thereafter offer, issue or sell such New Stock without first offering such securities to Investor in the manner provided in this Section 3.5.
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Failure of Purchase. In the event Investor does not exercise the rights provided in this Section 4 within the 15-Business Day period or, if so exercised, Investor is unable to consummate such purchase within the time period specified in Section 4.3, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period) to sell or enter into an agreement (pursuant to which the sale of the Equity Securities covered thereby shall be consummated, if at all, within 90 days from the date of said agreement) to sell the Equity Securities not elected to be purchased pursuant to this Section 4.4, at a price and upon terms, taken together in the aggregate, no more favorable to the purchasers of such securities than were specified in the Company’s notice to Investor. In the event the Company has not sold the Equity Securities or entered into an agreement to sell the Equity Securities within such 90-day period (or sold and issued Equity Securities in accordance with the foregoing within 90 days from the date of said agreement), the Company shall not thereafter offer, issue or sell such Equity Securities without first offering such securities to Investor in the manner provided above.
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Failure of Purchase. In the event the Lead Investor does not exercise the preemptive rights provided in this Section 4.3(a), withdraws such exercise pursuant to Section 4.3(a)(ii) or, if so exercised, the Lead Investor (or the Investor) is unable to consummate such purchase within the time period specified in Section 4.3(a)(iii) above because of its failure to obtain any required regulatory consent or approval, the Company shall thereafter be entitled during the period of 60 days following the conclusion of the applicable period to consummate the sale of the New Securities not elected to be purchased pursuant to this Section 4.3(a), subject to such withdrawn election or which the Lead Investor (or the Investor) is unable to purchase because of such failure to obtain any such consent or approval, so long as the net proceeds to the Company of such sale on a per share basis is greater than the net sale price specified in the Company’s notice to the Lead Investor and the other terms and conditions for such sale are upon terms not more favorable to the purchasers of such securities than were specified in such notice. In the event the Company has not consummated the sale of the New Securities within such 60-day period, the Company shall not thereafter offer, issue or sell or otherwise Transfer such New Securities without first offering such securities to the Lead Investor in the manner provided above.
Sample 1
Failure of Purchase. In the event (A) a Purchaser fails to exercise its Subscription Right provided in this Section 5.9 within said three Business Day period, or
Sample 1
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Failure of Purchase. In the event the Purchaser fails to exercise its rights provided in this Section 4(m) within said Pre-emptive Rights Acceptance Period, the Company shall thereafter be entitled (during the period of 180 days following the conclusion of the applicable period) to sell or enter into an agreement to sell the New Securities not elected to be purchased pursuant to this Section 4(m) by the Purchaser or which the Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon terms no more favorable to the purchasers of such securities than were specified in the Company’s notice to the Purchaser. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 180-day period, the Company shall not thereafter offer, issue or sell such New Securities without again offering such securities to the Purchaser in the manner provided in this Section 4(m). ​ ​
Sample 1

Related to Failure of Purchase

  • Nature of Purchase Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • USE OF PURCHASE PRICE At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

  • Timing of Purchases This Option is not exercisable in any part until one (1) year after the date of grant. Subject to the provisions for termination and acceleration, this Option shall become exercisable in installments as follows: (a) after one (1) year after the date of grant, up to fifty percent (50%) of the total number of shares optioned; and (b) after two (2) years after the date of grant, up to all of the optioned shares until and including the expiration date of the Option whereupon the Option shall expire and may thereafter no longer be exercised. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of the Option such number of shares of its Common Stock as shall be required for issuance and delivery upon full exercise of the Option.

  • Conditions of Purchases SECTION 3.01.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

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