Option to Acquire Shares Sample Clauses

Option to Acquire Shares. In order to induce Parent and the Purchaser to enter into the Merger Agreement, each Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser due to the failure of paragraph (g) or (h) of the conditions set forth in Annex A to the Merger Agreement, or (ii) the Merger Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) thereof, each Stock Option shall, in any such case, become exercisable, in whole or in part, upon the first to occur of any such event and remain exercisable in whole or in part until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the HSR Act required for the purchase of the Option Shares upon such exercise shall have expired or been waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Options pursuant to this Agreement; provided, however, that if all HSR Act waiting periods shall not have expired or been waived or there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods or (B) the date of removal or lifting of such injunction or order. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholders identifying the place and date (not less than two nor more than five (5) business days from the date of the Notice) for the closing of such purchase.
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Option to Acquire Shares. (a) In the event that the Merger Agreement is terminated by the Sub in accordance with Section 6.1(c) of the Merger Agreement or by the Company in accordance with Section 6.1(d) of the Merger Agreement, at the option of the Parent, the Company shall issue to the Parent or any Affiliate (as defined in the Merger Agreement) of the Parent 271,667 shares of Common Stock (the "Option Shares") at a purchase price equal to the Per Share Merger Consideration (as defined in the Merger Agreement). This right of the Parent to acquire shares of Common Stock is sometimes referred to in this Agreement as the "Option" and the entity purchasing such Option Shares is sometimes referred to as the "Option Share Purchaser". In the event that the Parent is entitled to and wishes to purchase all or some of the Option Shares, the Parent shall give the Company written notice (the date of which being herein referred to as the "Notice Date") within fifteen (15) days of the termination of the Merger Agreement specifying (i) the total number of Option Shares it will purchase, and (ii) a place and date not earlier than three (3) business days nor later than sixty (60) business days from the Notice Date for the closing of such purchase (the "Closing"); provided that if prior notification to or approval of any regulatory agency is required in connection with such purchase, the Parent and the Company shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed; and provided further, that the Parent may, in the written notice referred to above, make the sale and purchase of the Option Shares contingent on the occurrence of the consummation of the transaction that is the subject of the Acquisition Proposal (as defined in the Merger Agreement) or Superior Proposal (as defined in the Merger Agreement) relating to any termination pursuant to Section 6.1(c) or Section 6.1(d) of the Merger Agreement, in which case (i) the Parent may defer the sale and purchase referred to above up to the time immediately prior to the consummation of such other transaction and (ii) such Option shall expire on the one year anniversary of the termination of the Merger Agreement. The term "bus...
Sample 1
Option to Acquire Shares. Employer has established and Employee shall be entitled to participate throughout the term of this Agreement in Employer's 1995 Share Incentive Plan and any successor plan. Employee's participation in such plan is subject to the terms thereof. The CEO of the Employer shall recommend to the Compensation Committee of the Board that Employee receive, during Employer's first year of operation, options to purchase Employer's Growth Shares. Such options shall be exercisable at the market value of Growth Shares as of the date the options are awarded. The CEO shall base his recommendation on comparable option awards to employees having similar responsibilities in companies of comparable business and size.
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Option to Acquire Shares. In the event that the Merger Agreement is terminated by the Sub in accordance with Section 6.1(c) of the Merger Agreement or by the Company in accordance with Section 6.1(d) of the Merger Agreement, at the option of the Parent, Mr. Geerlings shall sell to the Parent or an Affiliate (as defined in txx Xxxxxx Xxxeement) of the Parent that number of Stockholder's Shares of Mr. Geerlings set forth on the signature page hereof (the "Option Sharex"), xx x xxxchase price equal to the Per Share Merger Consideration (as defined in the Merger Agreement). This right of the Parent to acquire shares of Company Capital Stock is sometimes referred to in this Agreement as the "Option" and the entity purchasing such shares is sometimes referred to as the "Option Share Purchaser". In the event that the Parent is entitled to and wishes to purchase all or some of the Option Shares, the Parent shall give Mr. Geerlings written notice (the date of which being herein referred tx xx xxx "Xxxice Date") within fifteen (15) days of the termination of the Merger Agreement specifying (i) the total number of Option Shares it will purchase, and (ii) a place and date not earlier than three (3) business days nor later than sixty (60) business days from the Notice Date for the closing of such purchase (the "Closing"); provided that if prior notification to or approval of any regulatory agency is required in connection with such
Sample 1
Option to Acquire Shares. A condition to the closing of the transactions contemplated by the Purchase Agreement is that Rockford must be granted the right and option to acquire **** of capital stock and Security Rights of Corporation held by the other shareholders of Corporation.
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Option to Acquire Shares. PRTA has granted Purchaser an option (the "Option") pursuant to the Option Agreement dated as of the dated hereof among PRTA, the Corporation, Purchaser and Strategic Purchaser (the "Option Agreement").
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Option to Acquire Shares. 16.1 Zn a separate agreement (the "Share Purchase Agreement") between the Distributor and the shareholders of Nordic Immotech ApS and Nordic Immotech APS, the Distributor shall be granted an option, which shall expire on 1 December, 2008, to purchase all the shares in Nord!c Immotech ApS using a company valuation of USD 13 million as set forth in the Share Purchase Agreement.
Sample 1
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Option to Acquire Shares. Employer has established and Employee shall be entitled to participate throughout the term of this Agreement in Employer's 1995 Share Incentive Plan and any successor plan. Employee's participation in such plan is subject to the terms thereof. Employer agrees that the Compensation Committee of the Board of the Employer will provide Employee in the Employer's first year of operation with options to purchase under such plan shares of Employer's Growth Shares exercisable at the market value of Growth Shares as of the date the options are awarded to Employee. The Compensation Committee shall take into consideration the options awarded to employees having similar responsibilities in companies of comparable business and size.
Sample 1

Related to Option to Acquire Shares

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • Shares The term “

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Shares 4 Company...................................................................................... 4

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Reserved Shares; Valid Issuance The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

  • Stock Consideration 3 subsidiary...................................................................53

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

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