Purchase Price for Option Shares Sample Clauses

Purchase Price for Option Shares. (a) The purchase price for the Option Interest (the "Option Price") shall be the lesser of (i) an amount equal to the Fair Market Value of the Company, as determined utilizing the procedures set forth in subsection (b) hereof less the Purchase Price and (ii) $6,160,000 less the Purchase Price. The Option Price shall be paid at the Second Closing by Buyer or Buyer's designee to Seller by wire transfer of immediately available federal funds or other means mutually satisfactory to Buyer and Seller in accordance with written instructions provided by Seller to Buyer no less than two (2) business days prior to the Second Closing Date. (b) Fair Market Value of the Company shall be determined by an appraisal, in accordance with the following provisions: (1) The Fair Market Value of the Company shall be equal to the appraised value of the assets of the Company as of the date of the Option Notice exclusive of any broker's fee, less the amount of any outstanding debt of the Company. (2) The appraisal will be conducted in conformity with standard appraisal techniques in use at the time of the appraisal, applying the market and economic factors then relevant. (3) The appraisal will be conducted by a qualified appraiser with experience in the television broadcasting industry to be agreed upon by Seller and Buyer; provided that, if the parties fail to agree on an appraiser, any party may apply to the American Arbitration Association for the appointment of an appraiser, who shall be a qualified appraiser with experience in the television broadcasting industry. (4) The value of the assets of the Company arrived at by the appraiser shall, absent manifest error, be conclusive and binding on the relevant parties.
Sample 1
AutoNDA by SimpleDocs
Purchase Price for Option Shares a. In the event that (i) the termination of Optionee’s Continuous Service Status is effected by a termination of Optionee’s employment for Cause or (ii) prior to the consummation of any repurchase, Optionee violates any agreement Optionee has with the Company in respect of non-competition, non-solicitation, confidentiality or the like , the purchase price for each Option Share (whether vested or unvested) shall be equal to the lower of (1) the exercise price paid by Optionee for such Option Share and (2) the Fair Market Value thereof as of the Termination Date. If the events described in the immediately preceding sentence have not occurred prior to the consummation of a repurchase, the purchase price in any repurchase for each vested Option Share shall be the Fair Market Value thereof as of the Termination Date and each unvested Option Share shall be forfeited and cancelled as of the Termination Date. b. If the Committee elects to have the Company purchase all or any part of the Option Shares, including Option Shares held by one or more transferees, the Committee shall pay for such Option Shares by first offsetting amounts outstanding under any bona fide debts owed by Optionee to the Company or any of its Subsidiaries or Affiliates, with the balance to be paid by delivery of a check or wire transfer of funds to the extent such payment would not cause the Company or any of its Subsidiaries or Affiliates to violate Applicable Laws and would not cause the Company or any of its Subsidiaries or Affiliates to breach any agreement to which it is a party relating to indebtedness for borrowed money or other material agreement (including any restricted payment covenant prohibiting direct or indirect distributions to the Company in order to effectuate such repurchase) (each such restriction, a “Restricted Payment Covenant”). If any such Restricted Payment Covenants prohibit the repurchase of Option Shares hereunder which the Company is otherwise entitled to make, the time periods provided in this Section ‎14 shall be tolled, and the Committee may make such repurchases as soon as it is permitted to do so under such restrictions. In addition, if any such Restricted Payment Covenant prohibits the repurchase of Option Shares hereunder with a check or wire transfer of funds, or if the Company otherwise does not have sufficient available cash as determined by the Committee, then the Committee may make such repurchase of Option Shares with a five-year junior subordinated no...
Sample 1
Purchase Price for Option Shares. At an Option Closing, in consideration of the Option Shares being purchased the Buyer shall pay to the Seller the price set forth in Schedule A for the Option Shares to be purchased being delivered and sold to the Buyer at the Option Closing (the “Option Price”). The Option Price to be paid at any Option Closing shall be paid 83% in cash and 17% in Units, with the value of the Units to be based upon the IPO Price.
Sample 1
Purchase Price for Option Shares 
Sample 1Sample 2Sample 3See All (15)

Related to Purchase Price for Option Shares

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • 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.”

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • NUMBER OF SHARES AND EXERCISE PRICE The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Adjustment of Exercise Price and Number of Warrant Shares Issuable The Exercise Price and the number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 10. For purposes of this Section 10, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

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