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).
Appears in 1 contract
Purchaser’s Option to Purchase. (a) 5.1. Subject to Section 6(a) of this Article V6.1, each Purchaser the Purchasers shall have an option, exercisable for a period of 15 days from the date of delivery of the Purchaser's Purchaser Notice, to purchase his or its purchase, on a pro rata share (subject to adjustment pursuant to Section 5(b)), basis according to the number of Voting Shares held shares of Preferred Stock owned by such Purchaserthe Purchasers, all or any part of the Remaining Shares for the consideration per share and on the terms and conditions set forth in the NoticeNotice (the “Secondary Refusal Right”). Such option shall be exercised by delivery by the Purchasers, within such 15 day period (the “Purchaser Notice Period”), of written notice to the Secretary of the Company, notifying the Company of the maximum number of shares that such Purchaser electing to exercise this option desires to purchase (the “Reply Notice”). In addition to or alternativelyAlternatively, each Purchaser may within the same 15-day periodPurchaser Notice Period, notify the Secretary of the Company of his or its desire to participate in the sale of Voting the 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 Sharessell.
(b) In the event 5.2. If options to purchase have been exercised by the Company and the Purchasers with respect to some but not all of the Remaining Shares, those Purchasers who have exercised their options within Offered Shares by 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 end of the balance of such Remaining Shares on Purchaser Notice Period, then 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 remaining shares available for each such Purchaser's option purchase under this Section 5.2 shall be allocated to such Purchaser those Purchasers who fully exercised their Secondary Refusal Right (the “Exercising Purchasers”), pro rata based on the number of Voting Offered Shares held by such Exercising Purchasers indicated a desire to purchase pursuant to the Purchaser so electing.
(c) Secondary Refusal Right in their Reply Notice. If the option options to purchase the Remaining remaining Offered Shares is are exercised in full by the Exercising Purchasers, the closing Company shall immediately notify all of the purchase Exercising Purchasers and the Selling Party 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)fact.
Appears in 1 contract
Samples: Merger Agreement (Tangoe Inc)
Purchaser’s Option to Purchase. (a) Subject to Section 6(a) of this Article V, each 5.1. Each Purchaser shall have an option, exercisable for a period of 15 fifteen (15) days from the date of delivery of the Purchaser's Purchaser Notice, to purchase his or purchase, 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 Share and on the terms and conditions set forth in the Notice. Each Purchaser’s pro rata share shall be equal to the product obtained by multiplying (i) the Remaining Shares and (ii) a fraction, the numerator of which is the number of Shares owned by such Purchaser at the time of the Transfer and the denominator of which is the total number of Shares owned by all of the Purchasers at the time of the Transfer. Such option shall be exercised by delivery by such Purchaser of written notice to the Selling Key Holder and to the Secretary of the Company. In addition to or alternativelyAlternatively, each Purchaser may within the same fifteen (15-) day period, notify the Selling Key Holder and the Secretary of the Company of his or its desire to participate in the sale of Voting the 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 Sharessell.
(b) 5.2. In the event options to purchase have been exercised by the Purchasers with respect to some but not all of the Remaining Shares, the Company shall notify those Purchasers who have exercised their options within the fifteen (15-) day period specified in Section 5(a) 5.1 of the number of unsold shares, and each Purchaser so notified shall have an additional option, for a period of five (5) days next succeeding delivery of the expiration of such 15-day periodCompany’s notice, 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 Selling Key Holder and to the Secretary of the Company. In the event there are two (2) or more such Purchasers that choose to exercise the last-mentioned option for a total number of Voting Remaining Shares in excess of the number available, the Remaining Shares available for each such Purchaser's ’s option shall be allocated to such Purchaser Purchasers pro rata based on the number of Voting Shares held owned by the Purchaser Purchasers so electing.
(c) 5.3. If the option options to purchase the Remaining Shares is are exercised in full by the Purchasers, the Selling Key Holder shall immediately notify all of the exercising Purchasers of that fact. The closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later than five (5) days after the exercise date of such purchase option by notice to the Purchaser or Purchasers (provided that such closing may Purchasers.
5.4. For purposes of this Section 5, Core Capital Partners, L.P. and Minotaur Funds, LLC shall be extended as deemed to any be one Purchaser for purposes of obtaining any necessary governmental approvalsdetermining their pro rata share of the Remaining Shares (the “Core Pro Rata Share”), and Core Capital Partners, L.P. and Minotaur Funds, LLC (either individually or together) shall have the right to repurchase all or part of the Core Pro Rata Share.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (Sourcefire Inc)
Purchaser’s Option to Purchase. (a) Subject to Section 6(a) of this Article V3.7, each the Purchaser shall have an option, exercisable for a period of 15 days from the date of delivery of the Purchaser's NoticePurchaser Notice A, 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 Founder Shares for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery by the Purchaser of written notice to the Secretary of the Company. In addition to or alternativelyAlternatively, each the 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 the shares on the terms set forth in the Notice, and the number of Voting Shares he or shares it wishes to sell should the Company and/or the Purchasers not exercise their option to purchase all of the Offered Sharessell.
(b) In the event options Subject to purchase have been exercised by the Purchasers with respect to some but not all Section 3.7, either or both of the Remaining Shares, those Purchasers who have exercised their options within the 15-day period specified in Section 5(a) Founders shall have an additional option, exercisable for a period of five 15 days next succeeding from the expiration date of such 15-day perioddelivery of the Purchaser Notice B, to purchase all or any part of the balance of such Remaining Purchaser Shares for the consideration per share and on the terms and conditions set forth in the Notice, which . Such option shall be exercised by the delivery by a Founder of written notice to the Secretary of the Company. In Alternatively, a Founder may within the event there are two or more such Purchasers that choose to exercise same 15-day period, notify the last-mentioned option for a total number of Voting Shares in excess Secretary of the number availableCompany of its desire to participate in the sale of the shares on the terms set forth in the Notice, the Remaining Shares available for each such Purchaser's option shall be allocated to such Purchaser pro rata based on and the number of Voting Shares held by the Purchaser so electingshares it wishes to sell.
(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).
Appears in 1 contract