Option of the Corporation Sample Clauses

Option of the Corporation. (a) In the event Xxxx receives a bona fide offer (the “Offer”) from one or more third-parties to purchase any or all of its interest in the Corporation (the “Offered Stock”), unless a Disposition is permitted pursuant to Section 3.2 (a), (d), or (e) Xxxx must first offer to sell the Offered Stock to the Corporation on the same terms as set forth in the Offer. The notice to the Corporation of the Offer shall be in writing (the “Notice of the Offer”), delivered to the President of the Corporation. Within sixty (60) days of the date the Notice of the Offer is delivered, Xxxx shall be notified as to whether or not the Corporation shall purchase the Offered Stock on the same terms as the Offer. If the Corporation provides notice that it will purchase the Offered Stock on such terms (the “Notice of Acceptance”), Xxxx shall transfer the Offered Stock and the Corporation shall purchase the Offered Stock, at a closing at such time designated by the Corporation but within sixty (60) days of the delivery of the Notice of Acceptance to Xxxx. The transfer of the Offered Stock to the Corporation shall be pursuant to such documentation as the Corporation shall reasonably require. (b) If the consideration offered by the third party or parties in the Offer involves property other than cash, the purchase of the Offered Stock by the Corporation may be made for cash in an amount equal to the Equivalent Value of the property offered by the third party or parties. Xxxx and the Corporation shall initially negotiate with each other to agree upon the Equivalent Value within thirty (30) days of the Notice of Acceptance. In the event that Xxxx and the Corporation cannot reach an agreement on the Equivalent Value within such 30 day period, the Equivalent Value will be determined by two appraisers, one chosen by Xxxx and one chosen by the Corporation. If the two appraisal values (the “Appraisal”) differ by 10% or less (such percentage difference to be computed by subtracting the lesser of the Appraisals from the greater of the Appraisals and dividing that difference by the greater of the Appraisals), then the Equivalent Value of the property shall equal the average of the two Appraisals. In the event that the Appraisals vary by more than 10%, a third appraiser shall be chosen by the initial two appraisers to conduct an independent appraisal of the property, and on the basis of that independent appraisal, the third appraiser shall, in the exercise of his own professional judgment, dete...
Sample 1
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Option of the Corporation. For a period of fifteen (15) days after the submission of the Selling Stockholder’s offer to the Corporation, the Corporation shall have the option, exercisable by written notice to the Selling Stockholder with copies to the nonselling Stockholders, to purchase all or any part of the Shares of the Selling Stockholder at the lesser of either (i) the Agreed Value Per Share, as determined pursuant to subparagraph 2(f), and upon the payment terms set forth in subparagraph 2(g), or (ii) the proposed price per share and upon the payment terms contained in the Offer.
Sample 1
Option of the Corporation. For twenty-five (25) days following the delivery of a Notice of Transfer (the “Option Period”), the corporation shall have an irrevocable right to purchase all or a portion of the Offered Shares in accordance with the terms stated in the Notice of Transfer. The right may be exercised by a written notice, signed by the President of the corporation (the “Corporation Notice”), stating that the corporation desires to purchase the Offered Shares and tendering the purchase price therefor. Such notice and the purchase price for the Offered Shares shall be delivered to the Offering Stockholder before expiration of the Option Period. Failure to so respond within the Option Period to the Notice of Transfer shall be deemed an irrevocable waiver by the corporation of its right to acquire the Offered Shares. The corporation shall effect the purchase of the Offered Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Corporation Notice, and at such time the Offering Stockholder shall deliver to the corporation the certificate(s) representing the Offered Shares to be purchased by the corporation, each certificate to be properly endorsed for transfer. Any Common Stock so purchased by the corporation shall thereupon be cancelled and cease to be issued and outstanding shares of the corporation’s Common Stock.
Sample 1
Option of the Corporation. For a period of thirty (30) days after the date on which the Corporation receives notice of a Triggering Event, the Corporation shall have the option, (with any vote in this regard to exclude the vote of the Selling Shareholder), exercisable by written notice to the Selling Shareholder (with a copy to each of the Non-Selling Shareholders) to purchase all, or any portion, of the Selling Shareholder's shares of Common Stock and Preferred Stock at the purchase price and upon the terms set forth in Paragraph 4.03 hereof; provided, however, that if the Corporation is not permitted under applicable corporate law to purchase all of the Selling Shareholder's shares of Common Stock and Preferred Stock, the Corporation may purchase the maximum number of shares of Common Stock and Preferred Stock (including a fractional share) permitted under applicable corporate law.
Sample 1
Option of the Corporation. Transmittal of the Offer to the Corporation by the Selling Shareholder shall constitute an offer by the Selling Shareholder to sell all but not less than all, of its shares of Common Stock and Preferred Stock to the Corporation at the price and upon the terms set forth in the Offer (the "Selling Shareholder's Offer"). For a period of thirty (30) days after the submission of the Selling Shareholder's Offer to the Corporation, the Corporation shall have the option, (with any vote in this regard to exclude the vote of the Selling Shareholder), exercisable by written notice to the Selling Shareholder with a copy to each of the Non-Selling Shareholders, to accept the Selling Shareholder's Offer as to all or any part of the Selling Shareholder's shares of Common Stock and Preferred Stock. provided, however, that if the Corporation is not permitted under applicable corporate law to purchase all of the Selling Shareholder's shares of Common Stock and Preferred Stock, the Corporation may purchase the maximum number of shares of Common Stock and Preferred Stock (including a fractional share) permitted under applicable corporate law.
Sample 1
Option of the Corporation. The Corporation shall have the option to purchase all or some of the Shares at any time and from time from the Optionholder as the Corporation shall determine in its sole discretion for the Fair Market Value determined as provided in Section 3.4 of this Agreement.
Sample 1

Related to Option of the Corporation

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • Duration of the Company The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Incorporation of the Plan All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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