Investor Option Sample Clauses
Investor Option. For a period of (i) fifteen (15) days after the date of the New Issuance Notice pursuant to Section 6.1 relating to the Company’s proposed issuance or sale of New Securities, or (ii) ten (10) days after the date of the New Issuance Notice pursuant to Section 6.1 relating to the Company’s proposed New Debt Financing, as the case may be, the Investor (a “Preemptive Rightholder”) shall have the right to purchase or provide any or all of its Proportionate Percentage (as hereinafter defined) of the New Securities or of the New Debt Financing, in each case, at a price equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice.
Investor Option. At any time on or after the date of this Agreement but at or prior to 5:00 p.m., Chicago time, on June 30, 2010 (the “Investor Termination Date”), the Investor may elect (in the Investor’s sole discretion) to purchase from the Company the Common Shares and the Warrant, upon delivery of a written notice to the Company (an “Investor Closing Notice”), in the form attached hereto as Exhibit E, on such date as shall be set forth in the Closing Notice (the “Closing Date”), provided that the Closing Date shall be no less than five Business Days after the date of the Closing Notice. On the Closing Date, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company (the “Closing”), (i) 2,500,000 Common Shares (subject to adjustment as set forth in Section 1(d) below) at a purchase price of $4.00 per share, and (ii) the Warrant to purchase 2,000,000 Warrant Shares (subject to adjustment as set forth in Section 1(d) below and as set forth in the Warrant). The aggregate purchase price (the “Purchase Price”) for the Common Shares and the Warrant at the Closing purchased by the Investor shall be Ten Million Dollars ($10,000,000). The Closing shall occur at the offices of Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as the Company and the Investor may collectively designate in writing. The Investor’s right to deliver an Investor Closing Notice, and the Investor’s right to elect to purchase from the Company the Common Shares and the Warrant in accordance with this Section 1(a)(i), is not, and shall not be, subject to any condition, other than the delivery of the Investor Closing Notice and the payment of the Purchase Price as set forth in this Section 1(a)(i), and the Company shall be obligated to issue and deliver the Common Shares and the Warrant, and to close the Transactions, on the Closing Date regardless of any claim or allegation that the Investor has breached, or is in breach of any of its representations, covenants, or obligations under any of the Transaction Documents.
Investor Option. After December 10, 2010, Investor may, by written notice to the Company, require the Company to repurchase all shares of the Series A Preferred Stock then held by the Investor for the sum of $30.00 per share.
Investor Option. At the Effective Time, each outstanding option to purchase a share of Company Common Stock (an “Investor Option”) granted under the Stock Option Agreement, dated as of June 5, 2013, by and between the Company and the investor that is a party thereto, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be converted into an option (a “Parent Option”) to purchase (i) that number of whole shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to such Investor Option immediately prior to the Effective Time multiplied by (B) the Pre-Closing Dividend Adjustment Ratio multiplied by (C) the Exchange Ratio, (ii) at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Common Stock of such Investor Option divided by (B) the Pre-Closing Dividend Adjustment Ratio divided by (C) the Exchange Ratio. Except as otherwise provided in this Section 2.4(e), each such Parent Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Investor Option immediately prior to the Effective Time. The “Pre-Closing Dividend Adjustment Ratio” means a fraction, the numerator of which is the Final Pre-Dividend Price and the denominator of which is the excess of the Final Pre-Dividend Price over the Per Share Pre-Closing Dividend.
Investor Option. In the event that a Company Sale occurs on or before the earlier of (i) the Maturity Date; (ii) the date of repayment in full of this Note; or (iii) conversion of this Note pursuant to Section 3, then the Investor shall have the option, at its sole election, to either:
(i) Call (the “Call Option”) the Note for repayment at a price equal to the sum of (A) 125% of the principal amount of the Note then owing, plus (B) all accrued and unpaid interest owing with respect to the Note (in aggregate, the “Call Price”); or
(ii) Convert (the “Company Sale Conversion Option”) the entire principal amount owing on the Note, together with all accrued and unpaid interest on the Note, into common stock of Maker at a conversion price (the “Company Sale Conversion Price”) equal to the quotient of $200 million divided by the aggregate number of outstanding shares of Maker’s common stock as of immediately prior to the closing of the Company Sale (assuming full conversion of all convertible and exercisable securities then outstanding, other than the Notes).
Investor Option. At Investor's option, exercised at any time after the Put Date, Investor may exercise the right to require TCSI to repurchase all the Credit Card Receivables by giving TCSI a repurchase notice and designating a specific business day no earlier than 60 days after the date of such notice as the "Repurchase Date," provided, however, that TSCI may elect to designate an earlier date as the Repurchase Date, in which event the repurchase shall occur on the earlier date specified by TCSI.
Investor Option. At the Effective Time, Shareholder shall deliver to Parent the Investor Option for sale to Parent in accordance with Section 1.10 of the Merger Agreement.
Investor Option. The Closing shall have no affect on the Amended and Restated Option Agreement among the Company, Carbon Cycle Industries Inc. and Investor dated December 3, 2010, as it may be amended from time to time, which shall remain in full force and effect in accordance with its terms.
Investor Option. At any time until 10 Trading Days after Approval, Investor may deliver written notice to Company of its election to purchase up to an additional 1,050 Preferred Shares at $500.00 per share with a 5.0% OID for the sum of $500,000.00. Subject to the terms and conditions herein, immediately when all conditions in Section II.C have been fully satisfied as of such date, Investor will purchase and make payment for the specified number of additional Preferred Shares by payment to Company in cash, by wire transfer of immediately available funds to an account designated by Company, and Company will deliver to Purchaser a certificate or Transfer Agent book entry for the number of purchased Preferred Shares in the name of Investor.
Investor Option. If the Company does not elect to purchase all of the ROFO Shares by the end of the Company ROFO Period, the Transferring Executive Stockholder shall provide the Investors with an additional notice (the “Second ROFO Notice”) on the last day of the Company ROFO Period that identifies the ROFO Shares that the Company has declined to purchase (the “Remaining ROFO Shares”). Each Investor will have the right to purchase, or to cause one or more of its Investor Designees to purchase, up to such Investor’s Ratable Share of the Remaining Shares by giving written notice (an “Investor Acceptance Notice”) to the Transferring Executive Stockholder and the other Investors as to the number of Remaining ROFO Shares that such Investor and/or its Investor Designees are willing to purchase by no later than the date that is two business days after the date the Second ROFO Notice is effective (the “Extended ROFO Period”); provided that if any Investor declines to purchase (and does not designate any Persons to purchase as such Investor’s Investor Designees) such Investor’s Ratable Share of the Remaining ROFO Shares, the Remaining ROFO Shares that such Investor has declined to purchase shall be made available to the each of the other Investors and their respective Investor Designees that have delivered an Investor Acceptance Notice pro rata to such Investors’ respective Ratable Shares unless any such other Investor has specified in its Investor Acceptance Notice an unwillingness to participate in such a reallocation. The Company or any Investor or Investor Designee purchasing Remaining ROFO Shares pursuant to this Section 7.2.2 may, at any time following the purchase and sale thereof, require that such Remaining ROFO Shares be converted by the Company into shares of Class C Stock in accordance with the Company’s certificate of incorporation.