Notice; Exercise of Right Sample Clauses

Notice; Exercise of Right. In the event the Company intends to issue New Securities, it shall give each Preferred Holder written notice of such intention, describing the type of New Securities to be issued, the price thereof, and the general terms upon which the Company proposes to effect such issuance (the “Sale Notice”). Each Preferred Holder shall have twenty (20) days from the date of any Sale Notice to agree to purchase all or part of its Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Sale Notice by giving written notice to the Company stating the quantity of New Securities to be so purchased (the “Exercise Notice”); provided, however, that in the event that the transaction described in a Sale Notice involves in whole or in part the payment of non-cash consideration, or the payment of consideration over time, the Preferred Holders shall have the right to elect, upon exercise of their rights set forth in this Section 7, to pay to the Company in full consideration for the New Securities the market price of such securities which shall be the present cash value of the consideration described in the Sale Notice as determined by the Board in good faith.
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Notice; Exercise of Right. Leisurecorp and GWSE, as applicable, shall provide written notice to TGI of their respective intention to sell shares and/or warrants that are subject to the Right of First Offer, which notice shall include the price and other material terms they would be willing to accept for such shares and/or warrants (the “Offer Notice”). TGI shall have ten (10) Business Days from the date of its receipt of the Offer Notice (the “ROFO Period”) to consider exercising its Right of First Offer. In the event that TGI determines to exercise its Right of First Offer, TGI shall deliver a written notice to Leisurecorp or GWSE, as applicable, within the ROFO Period informing them that TGI elects to exercise its Right of First Offer and proposing a closing date for such transaction within fifteen (15) Business Days from such date of election. In the event that TGI does not exercise its Right of First Offer, Leisurecorp or GWSE, as applicable, may consummate the transaction contemplated by the Offer Notice so long as the transaction is consummated within sixty (60) Business Days of the expiration of the ROFO Period. If either (i) the terms and conditions of the applicable transaction change in any material way, including without limitation, a reduction in the price payable for the shares and/or warrants, from that which are set forth in the Offer Notice or (ii) the applicable transaction is not consummated within sixty (60) Business Days of the expiration of the ROFO Period, then neither Leisurecorp nor GWSE, as the case may be, shall enter into any agreement with respect to, or consummate, any sale of such shares and/or warrants that are subject to the Right of First Offer to any third party without providing a new Offer Notice to TGI and repeating the foregoing process set forth in this Section 4 above.
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Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities, the Company shall give notice to each Major Investor of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the “Offer Notice”). Within twenty (20) days after receipt of the Offer Notice, each Major Investor shall notify the Company whether such Major Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. At the expiration of such twenty (20) day period, the Company shall promptly give notice to each Major Investor that elects to purchase all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors (“Additional Shares”). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Investor bears to the Common Equivalents then held by all Fully Exercising Investors who wish to purchase such Additional Shares. If a Major Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities, the Company shall give notice (the “Offer Notice”) to each Major Holder of its intention to sell and issue such Equity Securities, setting forth (i) the terms and conditions under which it proposes to make such sale (including the price and the proposed issuance date), (ii) the amount, kind and type of Equity Securities to be included in the issuance, including the designations, preferences, rights, powers and duties to be attached to such Equity Securities and (iii) the identity of the proposed purchaser, and shall offer to such Major Holder the opportunity to purchase its pro rata share (which pro rata share shall be calculated as of the date of such notice) of such Equity Securities at the same price, and on the same terms and conditions and at the same time as the Equity Securities are proposed to be issued by the Company. Within twenty (20) days after receipt of the Offer Notice, each Major Holder shall notify the Company whether or not such Major Holder desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. If any Major Holder notifies the Company of its desire to purchase its pro rata share of such Equity Securities, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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Notice; Exercise of Right. Prior to any sale or issuance by the Company of any Equity Securities, the Company shall give notice to each Major Investor of its intention to sell and issue such Equity Securities, setting forth the terms under which it proposes to make such sale (the “Offer Notice”). Within twenty (20) days after receipt of the Offer Notice, each Major Investor shall notify the Company whether such Major Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. The Company shall promptly, in writing, inform each Major Investor that elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Equity Securities of the Company issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. If a Major Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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Notice; Exercise of Right. In order to exercise this Purchase Right, Investor shall be required to provide written notice of its election to purchase all or any portion of the Additional Shares to the Company prior to the Expiry Date. The closing of the sale of the Additional Shares shall occur within fifteen (15) calendar days of the date that this notice is given.
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Notice; Exercise of Right. Prior to any sale or issuance by the Company or the applicable Significant Subsidiary of any Equity Securities, the Company shall give notice to each Investor of its intention to sell and issue such Equity Securities, setting forth the class, series and number of shares of such Equity Securities (or other applicable type of Equity Securities) and the terms under which it proposes to make such sale (the “Offer Notice”). Within twenty (20) days after receipt of the Offer Notice, each Investor shall notify the Company whether such Investor desires to purchase its pro rata share, or any part thereof, of the Equity Securities so offered. At the expiration of such twenty (20) day period, the Company shall promptly give notice to each Investor that elects to purchase all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise, specifying the number of additional shares that are available to the Fully Exercising Investors (“Additional Shares”). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of the Additional Shares which is equal to the proportion that the Common Equivalents held by such Fully Exercising Investor bears to the Common Equivalents then held by all Fully Exercising Investors who wish to purchase such Additional Shares, which allocation step shall be repeated until all Additional Shares are allocated or until each Fully Exercising Investor elects not to purchase any more Additional Shares. If an Investor notifies the Company of its desire to purchase any of the Equity Securities offered by the Company or the applicable Significant Subsidiary, the closing of the sale shall occur within sixty (60) days of the date that the Offer Notice is given or, if later, the closing date for the proposed sale of such Equity Securities to third parties.
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Notice; Exercise of Right. Prior to consummating any Sale of any of the Technology, Global shall present to ODSI a copy of the written offer by or agreement with such third party (the "Third Party Offer"). ODSI shall, for a period of thirty days (30) following the date of ODSI's receipt of the Third Party Offer, have the right to notify Global of its intent to enter into a similar transaction with Global upon substantially the same terms and conditions specified therein by delivering written notice of such interest to Global prior to the expiration of the thirty (30) day exercise period. If such right is exercised, then ODSI and Global shall as promptly as practicable enter into such transaction.
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Notice; Exercise of Right. (a) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Each Investor shall have twenty (20) days after any such notice is effective to agree to purchase such Investor's pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Any Investor exercising its purchase right must purchase its full pro rata share of New Securities.
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Related to Notice; Exercise of Right

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

  • Non-Exercise of Right In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at the Business Day immediately preceding the day of exercise of the Right, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void.

  • Non-Exercise of Rights 31.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

  • Exercise of Rights; Exercise Price; Expiration Date of Rights (a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one-thousandth of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are exercised.

  • Maximum Exercise of Rights In the event the exercise of the rights described in Sections 12(a) and 12(c) would result in the issuance of an amount of common stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.3 of this Agreement, then the issuance of such additional shares of common stock of the Company to such Subscriber will be deferred in whole or in part until such time as such Subscriber is able to beneficially own such common stock without exceeding the maximum amount set forth calculated in the manner described in Section 7.3 of this Agreement. The determination of when such common stock may be issued shall be made by each Subscriber as to only such Subscriber.

  • 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:

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

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