Right of Purchase Sample Clauses

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject to the purchase rights set forth herein. Upon a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager of the occurrence of a Dissociation Event (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase all of the Dissociated Member’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteen

Right of Purchase. 17 5.2 Definition of New Securities ........................................17 5.3 Notice from the Company .............................................17 5.4 Sale by the Company .................................................18 5.5

Right of Purchase. The Company hereby grants to the Purchaser so long as it shall own, of record or beneficially, or have the right to acquire, any Purchased Shares, Conversion Shares or Common Stock, the right to purchase all or part of its pro rata share of New Securities (as defined in Section 5.2) which the Company, from time to time, proposes to sell and issue. A Purchaser's pro rata share, for purposes of this preemptive right, is the ratio of the number of Purchased Shares, Conversion Shares and shares of Common Stock which such Purchaser owns or has the right to acquire to the total number of Purchased Shares, Conversion Shares and shares of Common Stock then outstanding.

Right of Purchase. The Seller Member will have the right to purchase Schedule II Assets and certain other Portfolio Assets on the terms and subject to the conditions set forth in paragraph 7 of Annex 3.

Right of Purchase. (a) The Company hereby grants to the Non-Investor Shareholders and the Investors (each a "Participating Shareholder") so long as such Participating Shareholder shall own any Shares, of record or beneficially, the right to purchase all or part of such Participating Shareholder's pro rata share of New Securities (as defined below) which the Company, from time to time, proposes to sell and issue. Such Participating Shareholder's pro rata share, for purposes of this purchase right, is the ratio of the number of Shares which such Participating Shareholder owns or has the right to acquire from the Company upon exercise of options (to the extent then vested) to the total number of Shares then owned by all Shareholders and all Shares issuable upon the exercise of options and warrants. Each Participating Shareholder shall have a right of over-allotment pursuant to this Section 5 such that to the extent any Participating Shareholder does not exercise his or its purchase right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased by the other Participating Shareholders. (b) For purposes of this Agreement, "New Securities" shall mean any capital stock of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become convertible into or exchangeable for capital stock, issued on or after the date hereof; provided that the term "New Securities" does not include (i) Common Stock issued as a stock dividend to holders of Common Stock or upon any stock split, subdivision or combination of shares of Common Stock, (ii) Series A Preferred Stock or Series B Preferred Stock issued as a dividend to holders of Series A Preferred Stock or Series B Preferred Stock, respectively, or upon any stock split, subdivision or combination of Series A Preferred Stock or Series B Preferred Stock, (iii) options or warrants (or shares of Common Stock issuable upon exercise thereof) issued pursuant to a Company stock option plan approved by the Compensation Committee of the Company's Board of Directors in accordance with the terms of the Purchase Agreement, (iv) shares of capital stock, options or warrants to purchase shares of capital stock issued in connection with any acquisition approved by the Board of Directors of the Company, (v) any options, warrants or shares of capital stock approved by the Board of Directors for issuance in c...

Right of Purchase. Subject to the terms and conditions contained in this Section 2.1, the Company grants to the Principal Purchasers a right to purchase or subscribe for such Principal Purchaser’s Pro Rata Portion calculated as of the date of delivery of any notice pursuant to Section 2.1(a) of any New Financing actually issued or raised, as applicable, which the Company may, from time to time, propose to issue and sell or raise, as applicable. Notwithstanding the foregoing, in the event that any New Financing is being raised pursuant to a registration statement under the Securities Act (a “Registered Offering”) or filing of a prospectus with any of the Canadian Securities Commissions to qualify for distribution any Common Shares (a “Prospectus Offering”), each Principal Purchaser will be entitled to purchase up to its Pro Rata Portion of the New Financing in a simultaneous private placement with the Registered Offering or Prospectus Offering, or, at such Principal Purchaser’s option (and to the extent permitted under applicable securities laws), as part of the Registered Offering or Prospectus Offering, but otherwise on the same terms as the Registered Offering or Prospectus Offering, to the extent an exemption from registration for such transaction is available at such time. (a) In the event the Company proposes to undertake a New Financing, it shall give the Principal Purchasers written notice of its intention, describing the type of New Financing and the price and terms upon which the Company proposes to issue or borrow the same. Each Principal Purchaser shall have five (5) Business Days from the date of delivery of any such notice to agree to purchase or subscribe for up to its Pro Rata Portion of such New Financing, for the price and upon the terms specified in the notice, by delivering written notice to the Company and stating therein the quantity of the New Financing to be purchased or subscribed for, as applicable. Notwithstanding the foregoing, if the Company receives a “bought deal” letter (which means a fully underwritten commitment, subject to customary conditions, from an underwriter or underwriters) relating to a New Financing by way of Registered Offering or Prospectus Offering, the Company shall give the Principal Purchasers such written notice contemplated herein as is practicable under the circumstances given the speed and urgency with which “bought deals” are currently carried out in common market practice of its rights to participate thereunder and the P...

Right of Purchase. The Company hereby grants to (i) each WCAS Holder, ----------------- so long as it shall own, of record or beneficially, any shares of Series A Preferred Stock, Series B Preferred Stock or Common Stock, and (ii) each Loftin Holder, so long as it shall own, of record or beneficially, any shares of Series B Preferred Stock, the right to purchase all or part of its pro rata share (as calculated below) of New Securities (as defined in Section 2.2 below) which the Company, from time to time, proposes to sell and issue. A WCAS Holder's pro rata share, for purposes of this preemptive right, is the fraction, the numerator of which is the number of issued or issuable shares of Common Stock which such WCAS Holder owns and the denominator of which is the total number of shares of Common Stock then outstanding (both the numerator and the denominator being calculated on a Fully-Diluted Basis). A Loftin Holder's pro rata share, for purposes of this preemptive right, is the fraction, the numerator of which is the number of shares of Common Stock which are issuable upon conversion of the Series B Preferred Stock which such Loftin Holder owns and the denominator of which is the total number of shares of Common Stock then outstanding (both the numerator and the denominator being calculated on a Fully-Diluted Basis). Each WCAS Holder shall have a right of over-allotment pursuant to this Article II such that to the extent a WCAS Holder does not exercise its preemptive right in full hereunder, such additional shares of New Securities which such WCAS Holder did not purchase may be purchased by such other WCAS Holders in proportion to the total number of shares of New Securities which each such other WCAS Holder elected to purchase compared to the total number of shares of New Securities which all such other WCAS Holders elected to purchase. Each Loftin Holder shall have a right of over-allotment pursuant to this Article II such that to the extent a Loftin Holder does not exercise its preemptive right in full hereunder, such additional shares of New Securities which such Loftin Holder did not purchase may be purchased by such other Xxxxxx Holders in proportion to the total number of shares of New Securities which each such other Loftin Holder elected to purchase compared to the total number of shares of New Securities which all such other Xxxxxx Holders elected to purchase.

Right of Purchase. Other than as required by law, QUALCOMM agrees that from the Amendment Effective Date through the end of the Term, Buyer and its Affiliates shall have a right to purchase all of the GSP-1700s produced by QUALCOMM, at the prices set forth on Attachment 1 to this Amendment and GSP-1700s retained for warranty or test purposes at a price of [*]. This right is subject to (i) Buyer taking timely delivery of, and making timely payments in full for, the quantities of GSP-1700s as set forth on Attachments 1 and 1(a) and (ii) Buyer not being in breach hereunder.

Right of Purchase. The Company hereby grants to each Purchaser so long as it shall own, of record or beneficially, or have the right to acquire from the Company, any Series A Preferred Stock, the right to purchase all or part of his or its Pro Rata Share of New Securities (as such term is defined herein) which the Company, from time to time, proposes to sell and issue. For purposes of this purchase right, the term "Pro Rata Share" shall mean the ratio of the number of shares of Series A Preferred Stock (calculated on a fully converted basis, including without limitation the Conversion Shares and Warrant Shares) which such Purchaser owns to the total number of shares of Series A Preferred Stock (calculated on a fully converted basis) and shares of Common Stock then outstanding.

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