Purchaser's Call Option Sample Clauses

Purchaser's Call Option. (a) During each Draw Down Pricing Period, the Company at its sole discretion may grant to the Purchaser the right to exercise multiple call options of up to the applicable Draw Down Amount (a "Call Option"). The amount of the Call Option shall be set forth in the Draw Down Notice. For each Trading Day during a Draw Down Pricing Period, the Purchaser may exercise a Call Option by providing notice to the Company of the exercise of a Call Option (the "Call Option Notice"), substantially in the form attached hereto as Exhibit E. (b) The number of shares of Common Stock to be issued in connection with each Call Option shall equal the quotient of (i) the Call Option Amount and (ii) the product of the applicable Draw Down Discount Percentage and the greater of (A) the VWAP for the Common Stock on the day the Purchaser issues its Call Option Notice and (B) the Threshold Price. (c) Each Call Option exercised shall be settled on the applicable Settlement Date. (d) The Threshold Price designated by the Company in its Draw Down Notice shall apply to each Call Option unless otherwise agreed upon between the parties. (e) For each Call Option that the Purchaser exercises pursuant to this Section 6.2, the Purchaser must issue via facsimile a Call Option Notice to the Company no later than 8:00 p.m. (eastern time) on the day such Call Option is exercised. If the Purchaser does not exercise a Call Option by 8:00 p.m. (eastern time) on the last Trading Day of the applicable Draw Down Pricing Period, the Purchaser's Call Options with respect to that Draw Down Pricing Period shall terminate.
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Purchaser's Call Option. 7.1 The Purchaser may, after the lapse of two years from the date hereof, notify the Vendor that the Purchaser will purchase from the Vendor all, but not some, of the shares of Common Stock of the Corporation held by the Vendor. 7.2 Within three (3) months after receipt of such notice by the Vendor, the Purchaser shall be required to purchase all of the outstanding shares of Common Stock of the Corporation held by the Vendor. The price for such purchase of the Second Sale Stock shall be the Second Sale Stock Consideration as set forth in Clause 10. 7.3 Such sale shall take place at a place agreed upon by the Vendor and the Purchaser. Such sale shall be subject to the Title Warranties and the parties shall deliver the documents and things required to be delivered pursuant to Clause 14.
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Purchaser's Call Option. (a) The Purchaser shall have the right to exercise multiple call options during each Draw Down Pricing Period (a "Call Option"); provided, that each Call Option shall be for a minimum of $50,000 and all Call Options exercised during a Draw Down Pricing Period may not exceed $5,000,000, or such other amount mutually agreed upon by the Company and the Purchaser; provided, further, that in no event shall the Purchaser exercise a Call Option for an amount which will exceed twenty percent (20%) of the Total Value on the day the applicable Call Option Notice is issued. (b) The number of shares of Common Stock to be issued in connection each Call Option shall be based on a price of 95.50% of the VWAP, except as otherwise provided in this Section 6.2(b) (the "Call Option Discount Price") for the Common Stock on the day the Purchaser issues its Call Option Notice and shall be determined in accordance with Section 6.1(b) and shall not be less than the Threshold Price. If the Threshold Price is equal to or above $13.50, the Call Option amount shall be $5,000,000 and the Call Option Discount Price shall be 95.50% of the VWAP. If the Threshold Price is below $13.50 and equal to or above $11.50, the Call Option amount shall be $4,000,000 and the Call Option discount Price shall be 95.50% of the VWAP. If the Threshold Price is below $11.50 and equal to or above $9.50, the Call Option amount shall be $3,000,000 and the Call Option Discount Price shall be 95.50% of the VWAP. If the Threshold Price is set below $9.50 and equal to or above $7.50, the Call Option amount shall be $3,000,000 and the Call Option Discount Price shall be reduced to 95.125% of the VWAP. If the Threshold Price is set below $7.50 and equal to or above $5.00, the Call Option amount shall each not exceed $2,000,000 and the Call Option Discount Price shall be reduced to 94.25% of the VWAP.
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Purchaser's Call Option. Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, each Purchaser shall have the right (the "PURCHASERS CALL Option") at any time within a four-year period commencing on the First Closing Date to deliver a written notice to the Company (a "PURCHASERS CALL OPTION NOTICE") requiring the Company to issue and sell (in which event such Purchaser shall purchase) up to its pro rata portion of an additional $10,000,000 principal amount of a four (4) year Debenture at a conversion price of $16.00 per share, provided that the Company shall not be required to issue and sell debentures in an aggregate amount of less than $5,000,000. The closing of the purchase and sale of the additional Debentures (such closing or the closing under the Company Put Option Notice (defined below), the "SECOND CLOSING") under the Purchasers Call Option Notice shall take place in the same manner as the First Closing, on such date indicated on the Purchasers Call Option Notice but no earlier than ten (10) Business Days and no later than twenty (20) Business Days after the date of delivery of the Purchasers Call Option Notice (such date or the date of the Second Closing under the Company Put Option Notice, the "SECOND CLOSING DATE"); provided that in no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchasers shall have the right to exercise the Purchasers Call Option after the Change of Control. At the Second Closing: (i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on a schedule similar to SCHEDULE I (the "SECOND CLOSING SCHEDULE"), to be attached to the Purchasers Call Option Notice, in United States dollars in immediately available funds to an account or accounts designated in writing by the Company; (ii) The Company shall deliver to each Purchaser a Debenture, in the form of EXHIBIT A hereto (which shall mature four (4) years from the date it is issued and in which the conversion price shall be $16.00 per share (such price, as may be adjusted pursuant to the terms of the Debenture)), representing the principal amount purchased by such Purchaser as set forth on the Second Closing Schedule. (iii) The parties shall execute and deliver each of the documents referre...
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Purchaser's Call Option. (a) The Company may, in its sole discretion, grant to the Purchaser the right to exercise one (1) or more Call Options during each Draw Down Pricing Period for a specified Call Option Amount Requested. The Call Option Amount Requested shall not exceed
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Purchaser's Call Option. On or after the third anniversary of the Closing and until the seventh year following the Closing, and provided that the Purchaser Group then owns a majority interest in the Issuer, the Purchaser shall have the right to purchase all, and not less than all, of the Shareholders' shares of Common Stock for the fair market value thereof. At the time of exercising the "call," the Purchaser may specify how much of the purchase price it desires pay in cash and how much by common stock of the Purchaser. However, a Shareholder shall have the right to determine how much of the purchase price he desires to receive in cash and how much by shares of the common stock of the Purchaser. If the Shareholder's determination of the amount of the purchase price to be received in cash varies by more than $100,000 from the amount specified by the Purchaser, the Purchaser shall have the right not to proceed with the purchase. Any shares of the common stock of the Purchaser used to pay the purchase price shall be valued at their average market price over a specified period.
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Purchaser's Call Option. (a) At any time beginning as of Closing and ending on the second anniversary thereof (“Call Period”), Purchaser shall have the right from time to time, but no more than three times, by delivering a written notice to the Bank (each a “Call Exercise Notice” and consequently a “Call Exercise Event”), to cause Bank to sell to it the Option Shares (or a portion thereof), free and clear of any third party rights, at a price per each Ordinary Share (“Call Consideration”) which shall equal: US$6.30 plus 35% of the difference for each Ordinary Share between US$6.30 and the Fair Market Price (it being understood however, that should the Fair Market Price at that time be less than US$6.30 per Ordinary Share then the Call Consideration shall be US$6.30 per Ordinary Share).
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Purchaser's Call Option. Without prejudice to the drag along right of the Purchaser Shareholders pursuant to Section 2.03(B), at any time following:
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Purchaser's Call Option 
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Related to Purchaser's Call Option

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver to Seller the following items: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.2; (b) A counterpart original of each Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of each Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Form of written notice executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) A certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date; (h) A counterpart original of the Operating Agreement (as defined in Section 10.3(k) below), duly executed by Purchaser; and (i) Such other documents as, may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • 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).

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