Holder's Option to Exercise Sample Clauses

Holder's Option to Exercise. NATCO shall, not fewer than 30 days before the consummation of a transaction to which it is or will be a party that will result in a Change of Control or within 15 days of becoming aware of the occurrence of any other Change of Control, mail to the Holder a notice notifying the Holder of the Change of Control, the circumstances and facts surrounding the Change of Control, and the Holder's right to elect, within 15 days of receiving the notice, to exercise its rights to have NATCO repurchase the Warrant under Section 3.3 if the Holder does not give notice to NATCO to redeem any Convertible Preferred Shares it holds under section 11(b)(i) of the Certificate of Designations. Within 15 days of receiving NATCO's notice, the Holder may elect, instead of having the right thereafter to receive shares of Common Stock, or of common stock or similar ownership interests and other assets or consideration, to have NATCO repurchase the Warrant in whole or in part, subject to the Holder not giving notice to NATCO to redeem any Convertible Preferred Shares it holds under section 11(b)(i) of the Certificate of Designations. To exercise this election, the Holder shall give notice of its election to NATCO and surrender the Warrant to NATCO at its principal office. The Holder is then entitled to receive a repurchase price equal to (x) the Current Per Share Market Price on the date of the Change of Control minus the Exercise Price that would have applied if the Holder had exercised the Warrant under Section 1.1(a) on that date multiplied by (y) the number of shares of Common Stock the Holder would have acquired under Section 2.1 if it had exercised the Warrant on that date. NATCO shall pay the repurchase price to the Holder, by wire transfer in same-day funds to an account specified by the Holder, within two Business Days after the end of the period during which holders of Convertible Preferred Shares can give notice to NATCO under the Certificate of Designations to redeem any of their Convertible Preferred Shares.
Sample 1
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Related to Holder's Option to Exercise

  • Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • Failure to Exercise Option To the extent that following termination of employment or service, the Option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the Option shall cease and terminate.

  • Right to Exercise; Exercise Price The Holder shall have the right to exercise this Warrant at any time and from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the Holder upon the exercise of this Warrant shall be $2.50, subject to adjustment for the events specified in Section 6 below.

  • Obligation to Exercise The Optionee shall have no obligation to exercise any option granted by this Agreement.

  • No Obligation to Exercise Options Notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall obligate Stockholder to exercise any stock option of the Company or other right to acquire shares of Common Stock.

  • No Obligation to Exercise Option The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • Conversion Right In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

  • Delivery of Warrant Shares Upon Exercise The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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