Purchase Option - Other Stockholders Sample Clauses

Purchase Option - Other Stockholders. If the conditions ------------------------------------ prescribed in Section 3.1.1 hereof have been met in connection with the proposed sale of the Offered Shares by Xxxxxx, the remaining Stockholders, pro rata in accordance with their respective ownership interests in the total number of Shares owned by such Stockholders (as of the day immediately preceding the receipt of the Stockholder Sale Notice) shall then have a purchase option (the "Purchase Option"), for a period of ten (10) calendar days thereafter, to elect to purchase all, or any part, of the Offered Shares at a purchase price that is equal to 120% of the purchase price and otherwise substantially upon the terms specified in the Stockholder Sale Notice. If all remaining Stockholders do not exercise their Purchase Option as to the entire part of the Offered Shares to which they are entitled, then the Stockholder electing to purchase shall have the right to elect to purchase the remaining part of the Offered Shares available for purchase. If the Stockholders so exercising their Purchase Option shall, within the ten (10) calendar day period, deliver to Xxxxxx an exercise notice (the "Exercise Notice") so informing Xxxxxx, then, at the time the Exercise Notice is received by Xxxxxx a binding agreement shall arise between Xxxxxx and the electing Stockholders concerning the sale of such Shares in accordance with this Article. Notwithstanding the foregoing, however, if the remaining Stockholders do not elect to purchase all of the Offered Shares subject to the right of first refusal pursuant to this Article III, Xxxxxx may sell or dispose of all of the Offered Shares to the Person described in the Stockholder Sale Notice and upon the terms set forth in the Stockholder Sale Notice, which Shares shall be free from any claim or restriction under this Agreement. Any such sale of the Offered Shares must be effected within thirty (30) calendar days after the termination of the Stockholders' Purchase Option. If no such sale is effected within said thirty (30) calendar day period, or if the identity of the proposed purchaser or the terms of the Bona Fide Offer change materially from those specified in the Stockholder Sale Notice, or if a sale of the Offered Shares is effected upon terms materially different from those set forth in the Stockholder Sale Notice, the Offered Shares shall once again be subject to the provisions of this Article III.
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Related to Purchase Option - Other Stockholders

  • Purchase Options Neither the Property nor any part thereof is subject to any purchase options or other similar rights in favor of third parties.

  • Representatives Purchase Option The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, for an aggregate purchase price of $100.00, an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 200,000 Units (the “Representative’s Units”). The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred and ten percent (110%) of the initial public offering price per Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the shares of Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the shares of Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date.

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Warrant Holders Section 8.1. Warrant Holder Deemed Not a Stockholder....................... 30 Section 8.2.

  • 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.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Notice to Warrant Holders Any notice required or permitted to be given to the Holders will be in writing and may be given by prepaid registered post, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on the Holder’s Warrant or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between the time of mailing and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

  • Agreement of Warrant Holders Every holder of a Warrant, by his acceptance thereof, consents and agrees with the Company, the Warrant Agent and every other holder of a Warrant that:

  • Substitute Purchase Option In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").

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