Holder Right to Require Acquisition of Rights Sample Clauses

Holder Right to Require Acquisition of Rights. (i) Effective as of the Effective Time, subject to Section 1(d)(iii) below, at the request of the Holder delivered at any time during the period commencing on the earliest to occur of (x) the public disclosure of any Change of Control Event, (y) the consummation of any Change of Control Event and (z) the Holder first becoming aware of any Change of Control Event through the date that is ninety (90) days after the public disclosure of the consummation of such Change of Control Event by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the Successor Entity (as defined in the Rights) (as the case may be) shall acquire the Rights from the Holder on the date of such request (the “Change of Control Acquisition”) by delivering to the Holder Change of Control Consideration (as defined below) (or, at the option of the Company, cash) in an amount equal to the greater of (x) the Exchange Price (as defined in the Rights) and (y) the Black Scholes Value (as defined below). Delivery and/or payment, as applicable, of such Change of Control Consideration shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Change of Control Event. (ii) Notwithstanding the foregoing, if a Change of Control Acquisition entitles the Holder to receive any non-cash consideration (each, a “Change of Control Distribution”) and any such Change of Control Distribution includes equity registered under the 1934 Act (each, a “Public Shares”) of any Person (each, a “Public Entity”) (and/or securities convertible, exercisable and/or exchangeable into Public Shares, as applicable) (each, a “Public Convertible Security”), to the extent, the Holder together with the other Attribution Parties (as defined in the Rights) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Public Shares outstanding immediately after giving effect to such Change of Control Distribution, the Holder shall not be entitled to receive such Change of Control Distribution to the extent of any such excess and the portion of such Change of Control Distribution shall, at the option of the Holder, either (x) be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at...
Sample 1
AutoNDA by SimpleDocs

Related to Holder Right to Require Acquisition of Rights

  • Right to Require Repurchase 66 SECTION 12.02. Conditions to the Company's Election to Pay the Repurchase Price in Common Stock.......................... 67 SECTION 12.03. Notices; Method of Exercising Repurchase Right, Etc......... 67 SECTION 12.04.

  • Limitation of Rights The Option does not confer to the Optionee or the Optionee's personal representative any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the exercise of the Option. Nothing in this Option Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Optionee's employment at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Reversion of Rights Notwithstanding anything to the contrary set forth herein (including, but not limited to, Section 5 hereof), full responsibility for Prosecution of the Patent Rights shall, at the option of CSMC (exercisable in its sole and absolute discretion), and at its sole expense from the date of reversion, revert to CSMC upon any termination of this Agreement.

  • Release of Rights Each of the Seller hereby relinquishes all rights of dower, homestead and distributive share in and to the property and waives all rights of exemption as to any of the property.

  • Modification of Rights The rights of the Optionee are subject to modification and termination in certain events as provided in this Option Agreement and the Plan.

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

  • STATEMENT OF RIGHTS 4.1. The State of Vermont reserves the right to obtain clarification or additional information necessary to properly evaluate a proposal. The Contractor may be asked to give a verbal presentation of its proposal after submission. Failure of Contractor to respond to a request for additional information or clarification could result in rejection of the Contractor’s proposal. To secure a project that is deemed to be in the best interest of the State, the State reserves the right to accept or reject any and all bids, in whole or in part, with or without cause, and to waive technicalities in submissions. The State also reserves the right to make purchases outside of the awarded contracts where it is deemed in the best interest of the State.

  • Amendment of Rights The terms of the Rights generally may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as the Rights are distributed no such amendment may adversely affect the interests of the holders of the Rights (excluding the interest of any Acquiring Person).

  • Nonwaiver of Rights No waiver of default by either party of any of the terms, covenants, and conditions hereof to be performed, kept, and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained, to be performed, kept, and observed by the other party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!