Rescission Offer. 67 Section 8.15 Resignations and Appointments ....................... 67 Section 8.16
Rescission Offer. Prior to Closing, the Company shall use all reasonable efforts to complete a written offer to repurchase securities in accordance with applicable law in order make a rescission offer to optionees and stockholders of the Company that received options to purchase shares of Company Common Stock under the Company's 1999 Stock Option Plan while such persons were residents of the States of California, Maryland or New York (the "Rescission Offer"). In connection with such Rescission Offer, the Company will offer to repurchase with funds from the Company's available cash balances: (i) outstanding shares of Company Common Stock at the exercise price at which such Person acquired the Company Common Stock upon exercise of a Company Stock Option plus applicable statutory interest; (ii) outstanding options to acquire Company Common Stock at twenty percent (20%) of the amount equal to the exercise price of the subject Company Stock Options multiplied by the total number of shares of Company Common Stock then subject to such Company Stock Options plus applicable statutory interest. If applicable, the Company will make filings with the California Department of Corporations, as well as any other state or other agency with whom the Company is so required to file.
Rescission Offer. The Company shall use commercially reasonable efforts to complete a written offer to repurchase securities in accordance with the terms and conditions of Section 25507(b) through (d) of the California Corporations Code (the "Corporations Code") in order that all optionees of Company be precluded from commencing an action under Section 25503 of the Corporations Code by reason of Section 25507(b) (the "Written Offer"), prior to the Closing. The Written Offer, to the extent permitted by the California Department of Corporations, shall be in the form set forth under Section 260.507 of Title 10 of the California Code of Regulations and shall conform to the guidelines set forth in Corporate Securities Release No. 36-C or other such appropriate form.
Rescission Offer. ZiaSun shall offer to rescind the transaction pursuant to the Acquisition Agreement and Plan of Reorganization, dated as of September 8, 2000, among ZiaSun and the selling shareholders party thereto. Such offer to rescind shall be made to each such selling shareholder and shall be registered with the SEC.
Rescission Offer. At the Closing, CSI shall pay the Rescission Cash to ---------------- Riverstone, and in consideration thereof, CSI shall be relieved of all obligations in respect of an offer of rescission of Riverstone relating to Riverstone option issuances, including without limitation those obligations under Section 6.2.2 of the Amended and Restated Transformation Agreement made as of June 3, 2000 among CSI, Riverstone and the other parties thereto (the "Transformation Agreement"). Effective as of the Closing, all ------------------------ agreements between CSI and Riverstone, including without limitation the Transformation Agreement, shall be deemed amended to reflect the intent of this Section 1.
Rescission Offer. If the Borrower is required by any Governmental Authority to make or otherwise makes or is required to make any rescission offer payment or any other Restricted Payment (other than a Permitted Rescission Offer Payment) or is subject to any material penalty for failure to make such rescission offer payment or other Restricted Payment;
Rescission Offer. 16 (xxxiv) Schedule C.....................................17 (b) Officer's Certificates..................................17 SECTION 2. Sale and Delivery to Underwriters; Closing....................17 (a) Initial Securities......................................17 (b) Option Securities ......................................17 (c) Payment ............................................... 18 (d) Denominations; Registration............................ 18
Rescission Offer. The Rescission Offer complied with, or was exempt from, all Federal and state securities laws, including, without limitation, the 1933 Act, the 1933 Act Regulations and all state blue sky laws. The Rescission Offer has been accepted in accordance with its terms by all offerees who received such Rescission Offer, which offerees constituted all owners of the Founding Companies and all employees of the Founding Companies who were informed, prior to the actual filing of the Registration Statements, that they might receive shares of the Company's Common Stock in the Combination and none of such acceptances has been revoked or otherwise challenged as invalid. No person has any rescission rights or related claims with respect to any shares of the Company's Common Stock or any right to any other remedy adverse to the Company arising out of the alleged offers and/or sales of Common Stock that gave rise to the Rescission Offer.
Rescission Offer. The Company will use its diligent efforts to, as ---------------- soon as is practicable, (i) finalize the documents (the "Rescission Offer Documents") necessary to effect the rescission offer described in Schedule 3.4.2 to the Company Disclosure -------------- Letter (the "Rescission Offer"), (ii) obtain approval from the California Department of Corporations of the form of the Rescission Offer Documents and to make the Rescission Offer, and (iii) present the Rescission Offer in accordance with the California Law and the California Corporate Securities Law of 1968 to each person to whom such Rescission Offer should be made.
Rescission Offer. 27 5.21. Relocation............................................................. 27 5.22.
