Grant of Exchange Right Sample Clauses

Grant of Exchange Right. The Company hereby grants each Purchaser an irrevocable right to exchange all or part of its Notes for Common Stock (an "Exchange Right") at a price per share of Common Stock initially equal to $13.15 (the "Note Exercise Price"), subject to the terms and conditions set forth herein. The Note Exercise Price is subject to adjustment as set forth in Section 4.
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Grant of Exchange Right. Subject to the terms and conditions set forth herein, Holdings hereby grants Purchaser an irrevocable right to exchange all or part of its Notes for Common Stock (an "Exchange Right") at a price per share of Common Stock initially equal to USD$1.00 (the "Note Exercise Price"); provided, however, that: (i) if Holdings' EBITDA for the three-month period ending December 31, 2005 is less than USD$5.5 million, then the Note Exercise Price shall be reduced to USD$0.90; and (ii) if Holdings' EBITDA for the three-month period ending March 31, 2006 is less than USD$6.7 million, then the Note Exercise Price shall be reduced to (A) USD$0.80, if the Note Exercise Price was reduced pursuant to clause (i) above and, (B) USD$0.90, if the Note Exercise Price was not reduced pursuant to clause (i) above; provided further that if Purchaser exercises an Exchange Right prior to the occurrence of either or both of clauses (i) and (ii) above, any subsequent reduction in the Note Exercise Price shall not retroactively apply to such previous exercise of Exchange Rights and Purchaser shall not be entitled to any additional shares of Common Stock or other compensation as a result of such subsequent reduction in the Note Purchase Price. The Note Exercise Price is subject to adjustment as set forth in Section 5.
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Grant of Exchange Right. The Company and Max Re hereby grant to the Purchaser and any subsequent holder (a "Subsequent Holder") of the Max Re Non-Voting Common Shares acquired hereunder or hereafter acquired by the Purchaser the right to exchange one (1) such Max Re Non-Voting Common Share for one (1) Company Common Share without the payment of any additional consideration, subject to adjustment pursuant to Section 7.4 herein, all in accordance with the provisions of this Section 7 (the "Common Share Exchange Right") and subject to obtaining any required approval from the Bermuda Monetary Authority and the approval of such exchange by the Board of Directors of Max Re.
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Grant of Exchange Right. The Fund, together with Extendicare Trust, Extendicare Holding Partnership and Holding GP, hereby grants to each Exchangeable LP Unitholder the right (the “Exchange Right”), exercisable at any time (subject to Section 2.4), to require the Fund, Extendicare Trust, Extendicare Holding Partnership and Holding GP to exchange all or any part of the Exchangeable LP Units held from time to time by such Exchangeable LP Unitholder into Fund Units in accordance with the provisions of this Agreement. The Fund, Extendicare Trust, Extendicare Holding Partnership and Holding GP hereby acknowledge receipt from the Exchangeable LP Unitholders on the date of this Agreement, of good and valuable consideration (and the adequacy of the consideration) for the grant of the Exchange Right hereunder. For greater certainty, the Exchange Right, as it applies to an Exchangeable LP Unit, shall enure to each transferee of an Exchangeable LP Unit in respect of any Exchangeable LP Unit held by such transferee from time to time.
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Grant of Exchange Right. The Company hereby grants to the Participant, on the terms and subject to the conditions, limitations and restrictions set forth in the Plan and in this Agreement, the right to exchange all (but not part) of the shares of Subsidiary Common Stock subject to the Participant's then vested Subsidiary stock options for a number of shares of
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Grant of Exchange Right. A holder of Preferred Units has the right (“Exchange Right”), exercisable at any time and from time to time in accordance with and subject to the further terms and conditions set forth in this Agreement and the Trust Indenture, to require the Trust to exchange all or a portion of the Preferred Units held by such Preferred Unitholder for Fund Units. The Exchange Right provided herein may be exercised by any Preferred Unitholder at any time and from time to time until such time as such holder no longer owns any Preferred Units.
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Grant of Exchange Right. Opko and each Permitted Subsidiary grants to each Holder the right (the “Exchange Right”) to require Opko or, as designated by Opko, a Permitted Subsidiary, to purchase from such Holder all or any part of the Exchangeable Shares held by such Holder on the terms set forth herein for the consideration described in Section 3.3. The Exchange Right may be exercised at any time and from time to time upon the occurrence and during the continuance of: (a) an Insolvency Event; (b) the failure of Opko or any Permitted Subsidiary to purchase all or any part of the Exchangeable Shares held by such Holder following exercise of the Liquidation Call Right as provided in the Exchangeable Share Provisions; (c) subject to Section 3.1(b), the failure of the Corporation to redeem all the outstanding Exchangeable Shares following a Liquidation Event as provided in the Exchangeable Share Provisions; (d) the failure of Opko or any Permitted Subsidiary to purchase all or any part of the Exchangeable Shares held by such Holder following exercise of the Redemption Call Right as provided in the Exchangeable Share Provisions; (e) subject to Section 3.2(d), the failure of the Corporation to redeem all the outstanding Exchangeable Shares held by such Holder on the Redemption Date as provided in the Exchangeable Share Provisions; (f) the failure of Opko or any Permitted Subsidiary to purchase all or any part of the Exchangeable Shares held by such Holder following exercise of the Retraction Call Right as provided in the Exchangeable Share Provisions; or (g) subject to Section 3.1(f), the failure of the Corporation to redeem the Retracted Shares under a Retraction Request as provided in the Exchangeable Share Provisions.
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Grant of Exchange Right. In accordance with and subject to Section 3.1(i) of the Partnership Agreement, each Holder has the right to exchange any or all Class B LP Units held from time to time by the Holder into Units in accordance with the provisions of this Agreement. Subject to Sections 2.4 and 2.5, the Fund, together with the Trust, the GP and the LP, hereby grants to each Holder the right (the "EXCHANGE RIGHT"), exercisable at any time and from time to time, to require the Fund, the Trust and the LP to exchange all or any part of the Class B LP Units held from time to time by such Holder into Units in accordance with the provisions of this Agreement (the "EXCHANGE"). The Fund, the Trust, the GP and the LP hereby acknowledge receipt from the Holders, as the only Holders, on the date of this Agreement, of good and valuable consideration (and the adequacy of the consideration) for the grant of the Exchange Right hereunder. For greater certainty, the Exchange Right, as it applies to a Class B LP Unit, shall enure to the benefit of each valid transferee of a Class B LP Unit held by such transferee from time to time.
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Grant of Exchange Right. On the terms and subject to the conditions of this Agreement, at any time and from time to time during the Exercise Period, each Member shall have the right (the “Exchange Right”), but not the obligation, to exchange all or any portion of the OML Units held by such Member for shares of Odyssey Common Stock.
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Related to Grant of Exchange Right

  • Right of Exercise Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

  • Grant of Right In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

  • Grant of Warrant Subject to the terms, restriction, limitations and conditions stated herein, the Corporation hereby grants to the Warrant Holder the right (the "Warrant") to purchase all or any part of an aggregate of _______________ shares of the Common Stock, subject to adjustment in accordance with Section 7 hereof.

  • 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.

  • Grant of Rights The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement.

  • Grant of Shares The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan.

  • Grant of Option The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Confirmation of Grant The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Employee of Options to purchase the number of shares of Common Stock specified on the signature page hereof. The Options are not intended to be incentive stock options under the Code. This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan. If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.

  • Grant of Award The Grantee is hereby granted a Restricted Stock Award under the Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect to ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (187,500) restricted shares of Common Stock (the “Performance-Based Shares”). Restricted shares of Common Stock covered by this Award shall be represented by a stock certificate registered in the Grantee’s name, or by uncertificated shares designated for the Grantee in book entry form on the records of the Company’s transfer agent subject to the restrictions set forth in this Agreement. Any stock certificate issued shall bear the following or a similar legend: “The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, as restated and amended, and the Restricted Stock Award Agreement entered into between the registered owner and Pier 1 Imports, Inc. A copy of such plan and agreement is on file in the offices of Pier 1 Imports, Inc., 000 Xxxx 0 Xxxxx, Xxxx Xxxxx, Xxxxx 00000.” Any Common Stock certificates or book-entry uncertificated shares evidencing such shares shall be held in custody by the Company or, if specified by the Committee, with a third party custodian or trustee, until the restrictions thereon shall have lapsed, and, as a condition of this Award, the Grantee shall deliver a stock power, duly endorsed in blank, relating to any certificated restricted shares of Common Stock covered by this Award.

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