Option to Purchase Shares and Warrants Sample Clauses

Option to Purchase Shares and Warrants. (a) If Seedman's position as a director is terminated pursuant to Section 11.01(a) or (c), WMC and Western Multiplex, jointly and severally, shall have an option to purchase all or any portion of (i) the Common Stock (the "Shares") then held by The Trust at a purchase price equal to the Fair Market Value of such Shares (determined in accordance with Section 5.01(b)) as of the date of such termination and (ii) the Warrants that have not terminated and are then held by The Trust at a purchase price equal to the product of (x) the Fair Market Value per Share (determined in accordance with Section 5.01(b)) as of the date of such termination) minus the exercise price per share of Common Stock pursuant to the Warrants being purchased multiplied by (y) the number of shares of Common Stock issuable upon exercise of the Warrants being purchased. WMC or Western Multiplex, as the case may be, shall within 90 days of such date of termination give notice in writing to The Trust of its election to exercise or not to exercise such option, which notice shall set forth the portion, if any, of the Shares and Warrants that WMC or Western Multiplex elects to purchase. The purchase of the Shares and Warrants shall take place at the principal office of Ripplewood, located at One Rockefeller Plaza, New York, New York, on the date specified by WMC (not later than the later of (x) the twentieth business day following the receipt by The Trust of the required notice from WMC and (y) the satisfaction of any legal requirements to the purchase of the Shares and Warrants). The consideration for the purchase of the Shares and Warrants shall be paid by delivery to The Trust of a certified or bank check made payable to The Trust or by wire transfer of immediately available funds to a bank account designated by The Trust, against delivery of certificates or other instruments representing the Shares and Warrants so purchased, appropriately endorsed by the owner thereof, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature. WMC and Western Multiplex may assign their rights under this Section 5.01 to any person.
Sample 1
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Related to Option to Purchase Shares and Warrants

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

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