Option to the Company Sample Clauses

Option to the Company. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, if the Other Members shall not elect to purchase all of the Option Interest, the Company shall have the option to purchase all or part of the Option Interest (which in the case of any Membership Interest offered by an Member, shall mean that portion of the Option Interest that the Other Members have not elected to purchase) at the Purchase Price and on the terms of payment set forth in Section 13.4 hereof. If the Company desires to exercise such option, it shall give written notice to the Member offering the Option Interest and the Other Members of its election to do so within a twenty (20) Business Day period after receipt of the Notice.
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Option to the Company. Subject to Section 7(c) hereof, the Company (or its nominee as set forth in Section 7(d) hereof) shall have the option to offer to purchase, insofar as it may be permitted by law, the Common Stock subject to the Selling Shareholder's Sale Notice ("Subject Stock") , or such reduced number of shares as described in Section 7(c) hereof, and may exercise the option by giving written notice (the "Offer Notice") of its offer to the Selling Shareholder within five business days after the date of delivery of the Selling Shareholder Sale Notice. Notwithstanding the foregoing, the Company may not deliver an Offer Notice or purchase such Subject Stock if such purchase would cause the Transactions to fail to comply with the 50% continuity of interest standard set forth in Section 3.02 of Revenue Procedure 77-37, applied as set forth in Section 8.9 of the Merger Agreement, and this condition is intended to ensure that the continuity of interest requirements of Treasury Regulation Section 1.368-1(e) are satisfied and shall be interpreted and applied consistently therewith. The Company's Offer Notice must state the price per share on which it is it offering to purchase the Subject Stock (the "Offered Price").
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Option to the Company. If such Shareholder does not exercise his option to purchase all of the Shares as set forth above, he shall notify the Company within such thirty (30) day period. For a period of fifteen (15) days following receipt of such notice (or for a period of fifteen (15) days following the failure or termination of any unsuccessful attempt to exercise), the Company shall have the option to purchase any of the Shares not purchased by such Shareholder in accordance with the Purchase Provisions, exercisable by delivery of written notice of such exercise to such third person, such spouse, or the legal representative of such spouse's estate. The right of the Company to purchase the Shares shall not be conditioned upon its receipt of notice from such Shareholder as provided in this Section 7.1.
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Option to the Company. The Company shall have the option to purchase all or any Shares of the Affected Shareholder that was not purchased by Numerex in accordance with Section 3.1 ("Remaining Stock"), for the Purchase Price and on the Payment Terms, by giving written notice, within forty-five (45) days after the date of Notice of Occurrence, to the Affected Shareholder (or his personal representative) and Numerex of the exercise of its option. The notice shall state whether the Company intends to purchase all or only a part of the Remaining Stock. The Company may only purchase, pursuant to this Section 3.2, that number of shares of the Remaining Stock to the extent the Company has sufficient capital surplus on retained earnings to permit it to lawfully purchase and pay for any such shares. The exercise of the option by the Company shall be effective only if the notices given by the Company and the Remaining Shareholders, if applicable, who exercised their options indicate that the Company and the Remaining Shareholders together intend to purchase all of the Remaining Stock.
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Option to the Company. If the Members (other than the Affected Holder) do not exercise their option to purchase all of the Affected Holder’s Units pursuant to Section 13.1(b) hereof, the Company shall have the option to purchase all or any balance of the Affected Holder’s Units at the same price and on the same terms as the Members (other than the Affected Holder) could have purchased such Units under Section 13.1(b) hereof. The Company may exercise its option under this Section 13.1(c) by providing notice to the Affected Holder and the Members within sixty (60) days after receipt of the Triggering Event Communication, which such communication shall state the maximum portion of the Units that the Company is willing to purchase.
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Option to the Company. The Company shall have the option to purchase all or any Outstanding Shares of the Affected Member that were not purchased by the Other Members in accordance with Section 12.7.1 ("Remaining Shares"), for the Purchase Price and on the Payment Terms, by giving written notice, within forty-five (45) days after the date of Notice of Occurrence, to the Affected Member (or his personal representative) of the exercise of its option. The notice shall state whether the Company intends to purchase all or only a part of the Remaining Shares. The Company may only purchase, pursuant to this Section 12.7.2, that number of shares of the Remaining Shares to the extent the Company has sufficient capital surplus or retained earnings to permit it to lawfully purchase and pay for any such shares. The exercise of the option by the Company shall be effective only if the notices given by the Company and the Other Members, if applicable, who exercised their options indicate that the Company and the Other Members together intend to purchase all of the Remaining Shares.
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Option to the Company. If the Investors do not exercise their right to purchase all of the Offered Stock proposed to be sold pursuant to Section 2.3(c), the Investors shall give notice to the Company of such fact during the twenty (20) day period provided for in Section 2.3(c). The Company shall then have the exclusive right during the period of twenty (20) days following receipt of such Offer Notice (the "Company Refusal Period") to elect to purchase all of the Offered Stock proposed to be sold and not purchased by the Investors pursuant to Section 2.3(c) in accordance with the Offer Terms and Section 2.3(g).
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Related to Option to the Company

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • Notice to the Company The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Compensation to the Sub-Adviser For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

  • Successors to the Company The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

  • COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.

  • Notification to the Union The Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • Repayment to the Company Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once in The New York Times or The Wall Street Journal (national edition) or send to each Holder entitled to such money, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

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