Option to Purchase Additional Shares. The Equity Investor shall have the option, exercisable in its sole discretion, to purchase from Buyer at the Closing, and Buyer does hereby agree to issue and sell to the Equity Investor at the Closing, up to the Maximum Option Amount of shares of Buyer Common Stock (which shares shall be in addition to the Subject Equity Securities purchased by the Equity Investor pursuant to this letter in exchange for funding the Equity Commitment, such additional shares, “Purchase Option Shares”), in exchange for the payment by the Equity Investor to Buyer of an amount in cash equal to the Aggregate Option Price (the “Purchase Option”). If the Equity Investor so desires to exercise the Purchase Option pursuant to this Section 15, the Equity Investor shall deliver to Buyer a written notice no later than two (2) Trading Days prior to the Closing, which written notice shall specify the number of shares of Buyer Common Stock (up to the Maximum Option Amount) that the Equity Investor would like to purchase, the Aggregate Option Price and the Per Share Option Price. Such written notice delivered by the Equity Investor to Buyer exercising the Purchase Option shall be irrevocable. For purposes of this letter, (a) “Maximum Option Amount” means the quotient of (i) $10,000,000, divided by (ii) the Per Share Option Price, (b) “Aggregate Option Price” means the product of (i) the number of shares of Buyer Common Stock that the Equity Investor elects to purchase pursuant to the Purchase Option, multiplied by (ii) the Per Share Option Price, and (c) “Per Share Option Price” means ninety percent (90%) of the VWAP for the ten (10) Trading Day period ending three (3) Trading Days prior to Closing. For the avoidance of doubt, the Aggregate Option Price is not, and shall not be deemed, a part of the Equity Commitment. The Aggregate Option Price shall be paid by the Equity Investor only in the event that the Equity Investor exercises the Purchase Option pursuant to this Section 15 and such amount shall be paid in addition to the Equity Commitment pursuant to, and in accordance with, the terms hereof.
Option to Purchase Additional Shares. NetCalendar hereby grants to PopMail an option (the "Option") to purchase up to 27,624 additional shares of NetCalendar common stock (the "Additional Shares") at a per share price of $36.2004 (the "Exercise Price"), payable in cash. To exercise the Option, PopMail must deliver written notice thereof (the "Option Notice") to NetCalendar on or before the 30th day following the Initial Closing Date. In the event that PopMail elects to exercise the Option, the parties shall select a mutually agreeable closing date, time and location within thirty (30) days of the Option Notice, at which PopMail will deliver to NetCalendar the aggregate Exercise Price and NetCalendar shall deliver to PopMail certificates representing the Additional Shares.
Option to Purchase Additional Shares. Regardless of whether the Purchaser exercises its rights pursuant to Section 5.5, the Purchaser shall have the right to purchase additional shares of Common Stock of the Issuer from the Issuer at any time and from time to time during the calendar year 2019 on sixty-one days’ prior written notice to the Issuer at a purchase price equal to the closing sale price for the Common Stock on the trading day immediately preceding the date of the applicable purchase; provided, however, unless the Issuer has obtained any necessary shareholder approval under the rules and regulations of the Nasdaq Capital Market, this option may be exercised only to the extent that the Purchaser’s “beneficial ownership” (as determined in accordance with Section 13 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder) of Common Stock does not exceed 19.99% of outstanding Common Stock or 19.99% of voting power outstanding immediately after the purchase of additional securities. The Issuer represents and warrants that this Section 1.5 does not violate any rules and regulations of the Nasdaq Capital Market. For the avoidance of doubt, nothing in this Section 1.5 will prohibit or otherwise be deemed to limit the Purchaser from acquiring shares of Common Stock in open market transactions or in privately negotiated transactions with third parties at any time and from time to time.
Option to Purchase Additional Shares. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to Buyer the option (the “Option”) to purchase from the Company during the Term (as defined in Section 2.3) that number of issued and outstanding shares of the Company’s common stock that is necessary for the Buyer, immediately following exercise of the Option, to own fifty-one percent (51%) of the Company’s issued and outstanding shares, on a Fully Diluted Basis (“Option Shares”).
Option to Purchase Additional Shares. WWV agrees to provide DataPower an option to purchase an additional 500,000 free trading shares for payment of $150,000 if such payment is made by September 23, 1998 or 15 business days after delivery of working prototypes, whichever shall be the later. Upon the signing of this License Agreement DataPower agrees that this payment is in addition and not a part of the Royalty payments described in number four (4) below. Further, WWV agrees to return, in full, without interest, the $50,000 loan to secure the rights if WWV cannot deliver working a United State's version of a commercial product to DataPower within three months (3) of the signing of this agreement.
Option to Purchase Additional Shares. (a) Option to Purchase Additional Shares. At the option of the Investor (the "Share Option"), which option shall be exercisable by the Investor at any time prior to December 31, 2002 (the "Share Option Period"), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to one million two hundred two thousand nine hundred forty (1,202,940) shares of Common Stock (the "Option Shares") as noted on Exhibit "B" attached hereto, for the purchase price provided in Section 1.1(c) below. The Investor shall be entitled to one exercise of the Share Option, even if such exercise is for less than the total number of Option Shares.
Option to Purchase Additional Shares. In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase up to an additional 3,925,000 Option Shares at the purchase price set forth in the first paragraph of this Agreement. The option hereby granted will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Underwriters but shall not be later than ten full business days, nor earlier than two full business days, after the exercise of said option, nor in any event prior to Closing Date, unless otherwise agreed upon by the Representatives and the Company; provided that the Date of Delivery shall be the Closing Date if the exercise of said option shall occur prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares each such Underwriter has severally agreed to purchase as set forth in Schedule I hereto bears to the total number of Initial Shares, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Shares.
Option to Purchase Additional Shares. 2.1. The Company hereby grants to Crestview the option (the “Crestview Option”), to purchase One Million Four Hundred Thousand (1,400,000) shares of Common Stock (the “Crestview Option Shares”). Upon exercise of the Crestview Option, the cost to acquire the Crestview Investor Option Shares is Three Million Five Hundred Thousand Dollars (US$3,500,000.00), or $2.50 per share (the “Crestview Option Purchase Price”). Crestview is entitled to exercise the Crestview Option during the period commencing on the date hereof and expiring at 5:00 p.m. (EST) on the sixtieth (60th) day after the Investors receive the Test Trial Notice, as hereinafter defined (the “Investor Option Exercise Period”). The Crestview Option may be exercised in whole or in part.
2.2. The Company hereby grants to TOIBB the option (the “TOIBB Option”), to purchase Six Hundred Thousand (600,000) shares of Common Stock (the “TOIBB Option Shares”). Upon exercise of the TOIBB Option, the cost to acquire the TOIBB Option Shares is One Million Five Hundred Thousand (US$1,500,000.00), or $2.50 per share (the “TOIBB Option Purchase Price”). TOIBB is entitled to exercise the TOIBB Option during the Investor Option Exercise Period. The TOIBB Option may be exercised in whole or in part. The Crestview Option and the TOIBB Option are referred to collectively as the “Investor Options”.
2.3. The Company hereby grants to Xethanol the exclusive option (the “Xethanol Option”), to purchase Two Million (2,000,000) shares of Common Stock (the “Xethanol Option Shares”). Upon exercise of the Xethanol Option, the cost to acquire the Xethanol Option Shares is Three Million Six Hundred Thousand Dollars ($3,600,000.00), or $1.80 per share (the “Xethanol Option Purchase Price”). Xethanol is entitled to exercise the Xethanol Option during the period commencing on the date hereof and expiring at 5:00 p.m. (EST) on the sixtieth (60th) day after Xethanol receives the Test Trial Notice (the “Xethanol Option Exercise Period”). The Xethanol Option may be exercised in whole or in part and from time to time throughout the Xethanol Option Exercise Period.
2.4. If either Investor elects to exercise the Investor Options during the Investor Option Period, then the exercising Investor(s) shall provide written notice to the Company setting forth each such Investor’s election to exercise the Investor Options on the terms and conditions of this Agreement including, but not limited to Section 4.2 (the “Investor Option Exercise Notice”), an...
Option to Purchase Additional Shares. 3.3.1. Subject to the purchase of the Purchased Shares, the Seller hereby grants the Purchaser an irrevocable Option to purchase, during the Option Period, up to 4,900 additional Company Shares which constitute the remaining 49% of the Company Shares on a Fully Diluted Basis, at a share purchase price of 465,500 NIS per each 1% of the Company Shares on a Fully Diluted Basis (“Exercise Price”) all in accordance of the terms detailed here below (in this section “Option” and “Option Shares”).
3.3.2. The Option shall remain in force until the lapse of the Option Period, and may be extended prior to its expiration by a written agreement by the Parties. Unless extended as aforesaid, the Option shall immediately and automatically expire upon the lapse of the Option Period.
3.3.3. The Purchaser may only exercise the Option in whole or by an exercise pursuant to which the Purchaser shall purchase at least 26% of the Company Shares on a Fully Diluted Basis (the “Specific Partial Exercise”). Should the Purchaser exercise the Specific Partial Exercise he shall have the right to complete the purchase of the remaining up to 23% of the Company Shares on a Fully Diluted Basis in a single exercise until no later than the lapse of the Option Period. No other partial exercise shall be allowed.
3.3.4. In the event the Purchaser wishes to exercise the Option with respect to the Option Shares in accordance with the exercise alternatives set forth in Section 3.3.3 above, the Purchaser shall send the Seller a written notice (the date of which is herein referred to as the “Notice Date”) specifying the number of Option Shares that the Purchaser seek to purchase (in accordance with the available alternatives set forth in Section 3.3.3 above) and the date on which such Option Shares are to be purchased, which shall not be earlier than 4 business days nor later than twenty business days after the Notice Date (each such date herein referred to as the “Exercise Date”).
3.3.5. On each Exercise Date:
3.3.5.1. the Purchaser shall pay the Seller an amount equal to the Exercise Price multiplied by the percentage of Option Shares to be purchased on such Exercise Date (the “Option Consideration”);
3.3.5.2. The Purchaser shall deliver to the Seller true and correct copies of unanimous resolutions of the Purchaser’s shareholders and the Purchaser’s Board of Directors substantially in the form attached hereto as Schedule 3.3.5.2.
3.3.5.3. The Seller shall provide all required documents to consu...
Option to Purchase Additional Shares. 5.1 Xerus grants to The Tirex Corporation an option to purchase such number of additional common shares in Xerus that Tirex would own 25% of Xerus on a post-purchase basis. The shares which might be purchased under this option shall be the same price per share as the price per share of the initial Tirex investment. The option will be valid for a period of two years following the date of signature of this Agreement. For greater certainty, the additional ten percentage points of ownership in Xerus which Tirex might purchase under this option will cost US$100,000.
5.2 The parties agree to negotiate any additional purchase of shares of Xerus by The Tirex Corporation, beyond the shares contemplated in Article 5.1 preceding and that Tirex shall have the right during the two-year period following the date the present Agreement was signed to require such negotiations to take place. The parties agree that, if as a result of such negotiations, Tirex would acquire absolute control of Xerus, the other shareholders will have the right to demand and, should such demand be made, Tirex would have the obligation to negotiate with each and all of the demanding remaining shareholders the purchase of any remaining shares held by the demanding shareholders.
