Option to Repurchase Shares Sample Clauses

Option to Repurchase Shares. Teltronics hereby grants Intelliworxx the option, exercisable upon not less than ten days written notice, to purchase all Intelliworxx Shares for a price equal to $4,550,000, less the gross proceeds realized by Teltronics from the sale of Intelliworxx Shares. If Intelliworxx gives Teltronics notice of it's intention to exercise this option, Teltronics shall provide to Intelliworxx copies of all original documents relating to the number of Intelliworxx Shares sold by Teltronics and the prices at which such Intelliworxx Shares were sold within 5 business days of such notice.
Sample 1
AutoNDA by SimpleDocs
Option to Repurchase Shares. (a) In the event (i) the Grantee has exercised all or any portion of the Option in accordance with the terms of this Agreement and acquired any Shares and (ii) the Grantor has not entered into a proposal, plan or agreement with respect to an Alternative Transaction on or before the first anniversary of the Merger Termination Date, then during the Repurchase Option Exercise Period (as defined below), the Grantor shall have the right and option (the "Repurchase Option") to purchase from the Grantee all Shares then held by the Grantee at the Repurchase Option Price (as defined below). The Repurchase Option Exercise Period shall mean the 30-day period beginning on the first business day following the first anniversary of the Merger Termination Date. The Repurchase Option Price shall mean the greater of (i) $6.25 (subject to adjustment by reason of any stock split, reverse split, reclassification, stock dividend, reorganization, recapitalization or other similar change effecting the
Sample 1
Option to Repurchase Shares. (a) In connection with the repurchase of the Shares as set forth in Section 1 above, the Investors hereby grant the Company an option (the "Option") to repurchase the remaining 206,898 Shares (the "Option Shares") at an aggregate exercise price of Seven Hundred Fifty Thousand Dollars ($750,000). (b) The Option may be exercised by the Company as to all of the Option Shares, at any time, commencing on the Initial Closing and ending on January 2, 2001 (the "Option Expiration Date"). If not exercised on or prior to the Option Expiration Date, the Option shall terminate. (c) In the event the Company wishes to exercise the Option, the Company shall send a written notice to the Investors of its intention to exercise the Option (the "Notice"), specifying the time and date of the closing of such purchase, as reasonably acceptable to the Investors, which date shall not be more than three (3) business days from the date on which such Notice is delivered (the "Option Closing"). (d) At the Option Closing, (i) the Company shall deliver to the Escrow Agent Seven Hundred Fifty Thousand Dollars ($750,000) by wire transfer of immediately available funds in accordance with Section 1.2(b) of the Escrow Agreement, (ii) each Investor shall deliver to the Escrow Agent a stock certificate representing the remaining 103,449 Shares held by the Investor, and (iii) the Company and the Investors shall execute and deliver irrevocable instructions to the Escrow Agent, in the form attached hereto as Exhibit B, to effect the provisions of this Section 2. (e) The Company and the Investors hereby acknowledge and agree that delivery of the irrevocable instructions to the Escrow Agent as provided in Section 2(d)(iii) above shall constitute an amendment of the Escrow Agreement and the Escrow Agent's duties thereunder (in accordance with the terms of the Escrow Agreement, including, without limitation, those contained in Sections 2.4 and 2.7 of the Escrow Agreement). Except as explicitly provided herein and in such instructions, all other terms, conditions, obligations and other provisions of the Escrow Agreement shall remain in full force and effect. (f) The Company and the Investors agree to execute and deliver, and will cooperate in obtaining from all appropriate parties (including, but not limited to, the Escrow Agent and the Company's transfer agent), such further documents and instruments as may be necessary or appropriate to consummate the transactions contemplated by this Section 2.
Sample 1
Option to Repurchase Shares. In the event that an Executive is no longer employed, which includes the death or disability of such Executive (the “Terminated Executive”, which term includes any legal representative of the Terminated Executive) with the Company (or any of its subsidiaries) (an “Option Event”), then the Company, the Purchaser (or its assigns) and each Investor (or its assigns) (together with Purchaser (or its assigns), the “Repurchase Option Buyers”), subject to the priorities set forth below, shall have the right and option (the “Repurchase Option”), in each of their respective sole discretion, at any time during the thirty (30) days following the occurrence of an Option Event, to repurchase from such Terminated Executive all of the Shares then owned, directly or indirectly, by such Terminated Executive, including all such Shares acquired by a Person pursuant to an Exempt Transfer as set forth in paragraph 2.8.3 of this Agreement. The priority to exercise the Repurchase Option shall be, first to the Company and, second to the Purchaser (or its assigns) and to each Investor (or its respective assigns based on the allocations set forth below); provided, however, that each of the Company, the Purchaser and each Investor can elect not to exercise the Repurchase Option and that the Company, the Purchaser and the Investors may in their discretion, agree to a different allocation of the Shares to be repurchased as among themselves so long as each of them agrees to such allocation. In the event the Company does not choose to exercise the Repurchase Option, and at least two Repurchase Option Buyers desire to exercise the Repurchase Option, each such Repurchase Option Buyer shall purchase such number of Shares as equals (i) the total number of Shares that are subject to the Repurchase Option, multiplied by (ii) a fraction, the numerator of which shall equal the number of Shares owned by such Repurchase Option Buyer on a fully-diluted basis as of the close of business on the day immediately prior to the date of the Option Event and the denominator of which shall equal the aggregate number of the Shares held by the Repurchase Option Buyers who chose to exercise the Repurchase Option, on a fully-diluted basis, on such date. The price to exercise the Repurchase Option shall be the fair market value of the Shares to be purchased at the time of the Option Event, which shall be determined in accordance with the provisions set forth in Schedule 2, attached hereto. In the event that the C...
Sample 1

Related to Option to Repurchase Shares

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • 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.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • 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.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Form of Receipts Deposit of Shares Execution and Delivery Transfer and Surrender of Receipts SECTION 2.01. FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02. DEPOSIT OF SHARES. SECTION 2.03.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!