Rescission Offers Sample Clauses

Rescission Offers. If, to the knowledge of the Company, all filings required by Rule 424 in connection with this offering shall not have been made or the representation in Section 6 shall not be true and correct on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase Placement Shares from the Company as the result of an offer to purchase solicited by Canaccord the right to refuse to purchase and pay for such Placement Shares.
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Rescission Offers. If, to the knowledge of the Company, all filings required by General Instruction II.L of Form F-10 in connection with this offering shall not have been made or the representation in Section 7 shall not be true and correct on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase Placement Shares from the Company as the result of an offer to purchase solicited by Canaccord the right to refuse to purchase and pay for such Placement Shares.
Rescission Offers. (a) As promptly as practicable after the execution of this Agreement, the Company shall make an offer (the "Rescission Offer") to each stockholder of the ---------------- Company that issued a promissory note to the Company at any time after December 31, 2000 for the purchase price of shares of Common Stock in connection with the early exercise of such stockholder's Options (collectively, the "2000 Promissory Notes"), each of which --------------------- is identified in the Disclosure Letter, to rescind the transaction in which such 2000 Promissory Notes were issued and, on or before December 31, 2000, 80% of the aggregate outstanding principal amount of such 2000 Promissory Notes shall have been cancelled and the shares of Common Stock purchased with the proceeds of such 2000 Promissory Notes shall have been cancelled and returned to the Company and the applicable Options shall have been reinstated, thereby rescinding the transactions in which such 2000 Promissory Notes were issued. The transactions in which the remaining 20% of the aggregate outstanding principal amount of such 2000 Promissory Notes were issued shall have been rescinded as described in the foregoing sentence on or before the Closing Date. Concurrently with each such rescission, each such stockholder shall enter into a General Release Agreement with the Company substantially in the form of Exhibit D hereto --------- (the "Release Agreement"). -----------------
Rescission Offers. As soon as practicable, but in no event later than five days after the date hereof, the Company shall commence an offer to repurchase Company Common Shares from each individual who exercised Company Options under the Stock Option Plan prior to August 31, 2000 and an offer to repurchase Company Common Shares from each individual who purchased Company Common Shares under the Company's 401(k) Plan (the "Rescission Offers") during the twelve month period prior to the filing of the registration statement contemplated in Section 6.11(e) in respect of such plan, each substantially on the terms furnished to Parent prior to the date hereof and in compliance with all applicable federal and state securities laws.
Rescission Offers. The Rescission Offers shall have been completed in accordance with Section 6.11(f).

Related to Rescission Offers

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • Tender Offers In case (i) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (ii) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made and (iii) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of the Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares").

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