Purchaser’s Option to Purchase Sample Clauses

Purchaser’s Option to Purchase. (a) Subject to Section 6(a) of this Article V, each Purchaser shall have an option, exercisable for a period of 15 days from the date of delivery of the Purchaser's Notice, to purchase his or its pro rata share (subject to adjustment pursuant to Section 5(b)), according to the number of Voting Shares held by such Purchaser, of the Remaining Shares for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company. In addition to or alternatively, each Purchaser may within the same 15-day period, notify the Secretary of the Company of his or its desire to participate in the sale of Voting Shares held by him or it on the terms set forth in the Notice, and the number of Voting Shares he or it wishes to sell should the Company and/or the Purchasers not exercise their option to purchase all of the Offered Shares. (b) In the event options to purchase have been exercised by the Purchasers with respect to some but not all of the Remaining Shares, those Purchasers who have exercised their options within the 15-day period specified in Section 5(a) shall have an additional option, for a period of five days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Shares on the terms and conditions set forth in the Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are two or more such Purchasers that choose to exercise the last-mentioned option for a total number of Voting Shares in excess of the number available, the Remaining Shares available for each such Purchaser's option shall be allocated to such Purchaser pro rata based on the number of Voting Shares held by the Purchaser so electing. (c) If the option to purchase the Remaining Shares is exercised in full by the Purchasers, the closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later five days after the exercise of such purchase option by the Purchaser or Purchasers (provided that such closing may be extended as to any Purchaser for purposes of obtaining any necessary governmental approvals).
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Purchaser’s Option to Purchase. 5.1 Each Purchaser and Founder other than the Selling Stockholder shall have an option, exercisable for a period of 15 days from the date of delivery of the Company Notice, to purchase its pro rata share of the Remaining Shares for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company. Alternatively, if the Selling Stockholder is a Significant Selling Stockholder (as defined below), each Purchaser and Founder other than the Selling Stockholder may within the same 15-day period notify the Secretary of the Company and the Significant Selling Stockholder of its desire to participate in the sale of the Shares on the terms set forth in the Notice, and the number of Shares it proposes to sell. A "SIGNIFICANT SELLING STOCKHOLDER" shall mean any Founder who (together with his parents, spouse, children, stepchildren, grandchildren, siblings, brothers- or sisters-in-law, cousins, nieces or nephews, or spouse of any such person, and any trust or similar estate- or tax-planning vehicle (including a family limited partnership or a family limited liability company) established for the benefit of any one or more of his parents, spouse, children, stepchildren, grandchildren, siblings, brothers- or sisters-in-law, cousins, nieces or nephews, or spouse of any such person, or himself) owns, after giving effect to the conversion of all convertible preferred stock into Common Stock, at least 1,000,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares).
Sample 1
Purchaser’s Option to Purchase. The Vendor has granted to the Purchaser the option to purchase (the “Option”), in respect of the remaining Shares of Allied Resources (the “Option Shares”), free from all encumbrances and with all rights attaching thereto as at the date of completion of the sale of the Option Shares. The Option may be exercised by the Purchaser from time to time and at any time over such part of the Option Shares as the Purchaser determines. The Purchaser shall in respect of each exercise of the Option effect such exercise by giving written notice of the exercise to the Vendor and the number of Option Share the Purchaser wishes to purchase in that tranche, such written notice to be delivered to the Vendor no later than 12 months from the Post-Completion Tranche Payment The consideration (the “Option Consideration”) for the sale of the Option Shares shall be determined on the following basis: Aggregate consideration for the Option Shares = 49% x (Consideration divided by 51%) payable in cash and Consideration Shares in the same proportion as the Consideration is paid or to be paid, and the Option Consideration for part of the Option Shares shall be pro-rated accordingly.
Sample 1
Purchaser’s Option to Purchase. 3.1. The Purchaser shall have the first option to purchase up to 25% of the 3rd Party Interests being offered to Third Party Investors, according to the terms and conditions specified by the Company in the Investment Notice. The Purchaser must exercise such option, no later than fifteen (15) days after such Investment Notice is deemed to have been delivered to Purchaser by the Company. For example, if the Company intends to sell fifty (50%) percent of the ownership interests in the Operator Entity to Third Party Investors for $5,000,000.00 in order to open a new Xxxxxxx’x Club, the Purchaser shall have the option to purchase a twelve and one-half (12.5%) percent Ownership Interest in the Operator Entity for $1,250,000.00. As a further example, if the Company intends to sell fifteen (15%) percent of the ownership interests in the Operator Entity to Third Party Investors for $750,000.00 in order to open a new Xxxxxxx’x Club, the Purchaser shall have the option to purchase a 3.75% Ownership Interest in the Operator Entity for $187,500.00. 3.2. In the event the Purchaser does not exercise its option to purchase within such fifteen (15) day period, the Purchaser shall be deemed to have waived its option to purchase any of the 3rd Party Interests being offered for sale under that particular Investment Notice, but Purchaser’s rights under this Agreement shall not terminate for failure to exercise its option to purchase. 3.3. In the event the Purchaser duly exercises its option to purchase in accordance with the terms hereof, the closing of such purchase and the payment in full by Purchaser for the portion of the 3rd Party Interests being acquired by Purchaser shall take place at the offices of the Company, or other agreed-upon location, within ten (10) days after the Purchaser notifies the Company of its intention to purchase. The sale of the Ownership Interest shall be complete upon the execution of the required documentation to effectuate the sale as determined by the Company. 3.4. Notwithstanding anything to the contrary herein, the Purchaser shall not have any right to purchase any Ownership Interest hereunder unless the Purchaser exercises its option to purchase pursuant to the terms herein nor shall the Purchaser have the right to purchase any Ownership Interests if the sale to Purchaser will adversely affect the Company’s or Operator Entity’s ability to obtain a liquor license or any other required license to operate or the required approval of any landlor...
Sample 1
Purchaser’s Option to Purchase. If the Company does not elect to purchase all of the Offered Shares pursuant to Section 9(c), above, Purchaser shall then have the option, for a period of fifteen (15) business days (the "Purchaser's Option Period") after the earlier of the express waiver by the Company of its option in Section 9(c) or the expiration of the Company Option Period, to give notice of its election to purchase not less than all of the Offered Shares; provided, however, that Purchaser may elect to purchase less than all of the Offered Shares, if (i) the Company elects to purchase all of the remaining Offered Shares, (ii) one or more of the other Investors elect to purchase all of the remaining Offered Shares, or (iii) the Selling Shareholder consents to the purchase of less than all of the Offered Shares. Purchaser's option to purchase Offered Shares hereunder shall be exercisable by delivering written notice to such effect, prior to the expiration of the Purchaser's Option Period, to the Selling Shareholder and the Company. Purchaser's purchase of Offered Shares hereunder shall be on terms no less favorable in the aggregate than the terms contained in the Offering Notice on which the Prospective Purchaser agreed to purchase the Offered Shares. The failure of Purchaser to exercise its option to purchase Offered Shares within the Purchaser's Option Period shall be deemed to be a waiver of its right to purchase the Offered Shares.
Sample 1

Related to Purchaser’s Option to Purchase

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • 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:

  • 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.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

  • 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 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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