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. The Investors shall have an option for a period of thirty (30) days from receipt of the Transfer Notice to purchase their respective pro rata shares (described below) of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Each of the Investors may exercise such purchase option and, thereby, purchase all or any portion of such Investor's pro rata share (with any reallotments as provided below) of the Offered Shares, only by notifying the Employee Holder and the Company in writing, before expiration of the initial thirty (30) day period as to the number of such shares which such Investor wishes to purchase (the "Right of First Refusal"). Each Investor's pro rata share of the Offered Shares shall be a fraction of the Offered Shares, of which the number of shares of Common Stock held and issued to such Investor and/or issuable upon conversion of Preferred Stock or exercise of Warrants held by such Investor on the date of the Transfer Notice (the "Notice Date") shall be the numerator and the total number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock or exercise of Warrants held by all Investors on the Notice Date shall be the denominator. Following expiration of the initial thirty (30) day period, the Employee Holder shall provide written notice to the participating Investors stating the number of shares that the other Investors have failed to purchase pursuant to their Right of First Refusal and each Investor shall have a right of overallotment such that, if any other Investor fails to exercise the right to purchase its full pro rata share of the Offered Shares, the other participating Investors may, before the date ten (10) days following receipt of such written notice from the Employee Holder, exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased by so notifying the Employee Holder and the Company, in writing, within such ten (10) day period. Each Investor shall be entitled to apportion Offered Shares to be purchased among its partners and affiliates, provided that (a) such Investor notifies the Employee Holder of such allocation and (b) such allocation does not require such transaction to be registered or qualified under the Securities Act or any applicable state securities laws. If an Investor gives the Employee Holder notice that it desires to purchase its share and, as the case may be, its ...
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:
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.
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 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 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. 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.
