Options of Offeree Shareholders Sample Clauses

Options of Offeree Shareholders. In the event that DocuNet does not exercise its option with respect to all of the Offered Shares, the Selling Shareholder shall, upon notice from DocuNet of DocuNet's decision not to accept the Selling Shareholder's Offer as to all of the Offered Shares (or upon expiration of the thirty-day option period referred to in the preceding subparagraph if DocuNet fails to give notice as aforesaid), offer in writing to sell the remaining Offered Shares (those not to be sold to DocuNet) to the other Shareholders ("Offeree Shareholders") at the price and upon the terms set forth in the Offer (the "Purchase Option"). The Offeree Shareholders shall have a period of thirty (30) days from the receipt of such offer from the Selling Shareholder to exercise the Purchase Option by providing written notice to the Selling Shareholder with a copy to DocuNet and to each of the other offeree Shareholders stating the maximum number of Shares he or she is willing to Purchase. However, the maximum must not be less than that proportionate part of the Offered Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all Offeree Shareholders. If the total of the Offered Shares specified in the elections pursuant to this subparagraph exceeds the number of Offered Shares, each electing Offeree Shareholder shall have priority as to such proportion of the Offered Shares as the number of the Company's Shares that he holds bears to the total of the Company's Shares held by all electing Remaining Shareholders.
Sample 1
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Options of Offeree Shareholders. In the event that the Company does not exercise its option with respect to all of the Shares in accordance with Subsection 3(b), the Selling Shareholder shall, within five (5) days following the earlier of: (i) notice from the Company of the Company’s decision not to accept the Selling Shareholder’s offer as to all of the Selling Shareholder’s Shares or (ii) expiration of the 30-day option period referred to in Subsection 3(b), give notice to the other Shareholder(s) of the Company’s action or failure to take action. By the giving of such notice, the Selling Shareholder shall be deemed to have offered in writing to sell all of the Selling Shareholder’s remaining Shares (those not to be sold to the Company) to the other Shareholder(s) (“Offeree Shareholders”) at the price and upon the terms set forth in the Offer, except that the closing of any such sale shall be in accordance with Section 8 hereof. For a period of 30 days after such offer by the Selling Shareholder to the Offeree Shareholder(s), the Offeree Shareholder(s) shall have options, exercisable by written notice to the Selling Shareholder to accept the Selling Shareholder’s Offer as to any remaining Selling Shareholder’s Shares. The Selling Shareholder’s Shares shall be allocated to and purchased by the Offeree Shareholders pro rata in the proportion that such Offeree Shareholder’s Shares bears to the Shares of all Shareholder(s) (or in such other proportions as the surviving Shareholders may agree upon among themselves).
Sample 1

Related to Options of Offeree Shareholders

  • Purchase of Shares in Offer Parent, the Purchaser or their affiliates shall have purchased Shares pursuant to the Offer; and

  • 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:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Payment for the Offered Shares (i) Payment for the Offered Shares shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company.

  • Representations of Optionee Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Representations of Stockholder Stockholder represents and warrants to the Company that:

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • Stock Options and Warrants At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

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