Right to Purchase Additional Shares. If the Company should decide to issue and sell additional shares of stock (the "Additional Shares"), excluding (a) shares of Common Stock sold to the public pursuant to a registration statement filed under the Securities Act, (b) shares of Common Stock that may be issued upon the exercise of stock options outstanding as of the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon the exercise of such options granted to employees and directors of the Company pursuant to the terms of the Company's stock option plans in effect as of the Closing Date and disclosed in Exhibit A; (d) Common Stock issuable upon the exercise of a warrant in favor of Duquesne Enterprises that, as of the Closing Date, entitled the holder thereof to purchase 100,000 shares of Common Stock; (e) Common Stock issuable upon the conversion of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock; (f) shares of Preferred Stock, up to an aggregate maximum of 266,667 shares; and (g) shares of Common Stock in an amount less than 1% of the shares of Common Stock owned by Investor as of the Closing Date, whether issued in one transaction or a series of transactions subsequent to the Closing Date, up to a maximum of 10,000 shares in the aggregate for all such transactions (collectively "Permitted Issuances"), the Company shall first offer to sell to Investor, upon the same terms and conditions as the Company is proposing to issue and sell the Additional Shares to others, Investor's pro rata share (as defined below) of such Additional Shares. Such offer to Investor shall be made by written notice given to Investor (the "Offer Notice") specifying the amount of the Additional Shares being offered, the purchase price for the Additional Shares and any other terms of the offer. Investor shall have a period of thirty (30) days from and after the date such Offer Notice was received by Investor within which to accept such offer (the "Acceptance Period"). Investor shall accept an offer to purchase all or any portion of the Additional Shares specified in the Offer Notice by written notice to the Company and tender of the purchase price for the Additional Shares within the Acceptance Period. If Investor fails to accept such offer within the Acceptance Period, any Additional Shares not purchased by Investor may be offered for sale to others by the Company for a period of one hundred eighty...
Right to Purchase Additional Shares. (a) In the event a Physiome Preferred Holder (or a Permitted Transferee of such Holder) fails to exercise this Transaction Warrant in full prior to the Expiration Date, the right to purchase the Shares underlying this Transaction Warrant (the "Physiome Remaining Warrant Shares") shall be offered on a pro rata basis to all other Physiome Preferred Holders (the "Physiome Participating Purchasers") who fully exercised their respective Transaction Warrants, subject to the terms and conditions set forth below. Each such Physiome Participating Purchaser's pro rata share shall equal a fraction of the aggregate Physiome Remaining Warrant Shares, the numerator of which is the number of shares of the Company's Common Stock plus the number of shares of the Company's Common Stock issued or issuable upon conversion of the Company's Preferred Stock held by such Physiome Participating Purchaser at the time such offer is made to all other Physiome Preferred Holders, and the denominator of which is the total number of shares of the Company's Common Stock plus the number of shares of the Company's Common Stock issued or issuable upon conversion of the Company's Preferred Stock held by all Physiome Participating Purchasers at the time such offer is made to all other Physiome Preferred Holders. Within five days of the Expiration Date, the Company shall give each Physiome Participating Purchaser written notice (the "Physiome Rights Notice") describing the number of Physiome Remaining Warrant Shares that such Physiome Participating Purchaser has the right to purchase under this Section 7(a), together with the applicable Exercise Price. Each such Physiome Participating Purchaser shall have ten (10) days from delivery of the Physiome Rights Notice to agree to purchase (i) all or any part of its pro rata share of such Physiome Remaining Warrant Shares and (ii) all or any part of the pro rata share of any other Physiome Participating Purchasers to the extent that such Physiome Participating Purchasers do not elect to purchase their full pro rata share, upon the general terms specified in the Physiome Rights Notice, by giving written notice to the Company setting forth the quantity of Physiome Remaining Warrant Shares to be purchased. If the Physiome Participating Purchasers who elect to purchase their full pro rata share also elect to purchase in the aggregate more than 100% of the Physiome Remaining Warrant Shares, such Physiome Remaining Warrant Shares shall be sold to such Physi...
Right to Purchase Additional Shares. Within twenty-four (24) months from the date of this Agreement or May 6th, 2023, Purchaser shall have the right, but not the requirement, to purchase up to an additional 267,953 shares of Common Stock at the lowest price that the Company closes on to sell to a third-party investor (including a group of investors) securities in aggregate amount of at least $5,000,000 during that period. Any purchase will occur within ten (10) days from May 6th, 2023.
Right to Purchase Additional Shares. If at any time the Company proposes to issue any of its securities to any person (other than pursuant to a plan or arrangement approved pursuant to Section 6.1 (a)(iv) or as additional consideration to a financial institution that is not an Affiliate of any Stockholder in connection with the making of a loan to the Company (or its subsidiaries)), each Stockholder shall have the right to purchase, upon the same terms, a proportionate quantity of those securities (in the proportion that the number of shares then held by that Stockholder bears to the total number of shares of the Company's common stock then held by all stockholders; for this purpose, shares of the Company's common stock issuable upon conversion of securities then held by all stockholders or upon exercise of warrants then held by all stockholders shall be deemed to be then held by stockholders). The Company shall give notice to each Stockholder setting forth the identity of the person to whom it proposes to issue the securities and the time, which shall not be fewer than 30 days, within which and the terms and conditions upon which the Stockholder may purchase the securities, which shall be the same terms and conditions upon which such person may purchase securities.
Right to Purchase Additional Shares. If no uncured Event of Default has occurred as described in Promissory Note A and Promissory Note B, and until the earlier of: (i) the consummation of BDS's Initial Public Offering of Common Stock by a recognized and experienced underwriter pursuant to a Registration Statement filed with, and declared effective by, the Securities and Exchange Commission pursuant to the Securities Act of 1933 as amended, which results in the Common Stock of the Company being listed on a national securities exchange or the NASDAQ stock market; or (ii) 5:00 p.m. Newark, New Jersey time on September 15, 2005, the right to purchase additional shares, as provided in Paragraph 5(a) of Exhibit 1.01, shall continue to be in effect and to be a contractual right of Purchaser under this Agreement for shares of Preferred Stock subsequent to conversion of such shares to Common Stock for a period of one year for Rights, as defined in Paragraph 5(a) of Exhibit 1.01, which are outstanding on the date of conversion of such shares of Preferred Stock. The right to purchase additional shares, following conversion of such shares of Preferred Stock, shall be under the same terms as provided in Paragraph 5(a) of Exhibit 1.01 for the shares of Preferred Stock before conversion except that, in all calculations, the converted shares of Preferred Stock shall continue to be treated as outstanding Preferred Stock instead of Common Stock. In the event of conversion of part but not all of the shares of Preferred Stock, the converted shares of Preferred Stock shall have the right to purchase additional shares as specified in this Section 5.03 and the shares of Preferred Stock which have not been converted will continue to have the rights to purchase additional shares as specified in Paragraph 5(a) of Exhibit 1.01.
Right to Purchase Additional Shares. (a) If the Corporation shall issue any warrants or stock options or other rights to purchase shares of Common Stock (such warrants, stock options or other rights being hereinafter called "Rights") entitling the holders thereof to purchase shares of Common Stock, the holders of the shares of Series A Preferred Stock, in accordance with paragraph 5(b), shall also have the right to purchase shares of Common Stock for the same dollar value of Consideration (as defined below), and otherwise on the same terms as set forth in the Rights.
Right to Purchase Additional Shares. (a) In the event of an issuance of New Securities (as defined below), the Company agrees to exercise commercially reasonable efforts to permit MAMI to purchase all or part of its pro rata share of any New Securities that the Company may, from time to time, propose to sell and issue, subject to the terms and conditions set forth below; provided that, the Board of Directors of the Company reasonably determines that such right to purchase does not jeopardize the success of the respective placement of New Securities. MAMI's pro rata share, for purposes of this Section 2.4, shall equal a fraction, the numerator of which is the number of issued and outstanding shares of Common Stock held by MAMI immediately prior to the issuance of such New Securities, and the denominator of which is the total number of shares of Common Stock then issued and outstanding (including any rights, options or warrants to purchase Common Stock and securities of the Company that are or may become convertible into Common Stock) immediately prior to the issuance of such New Securities.
Right to Purchase Additional Shares. Except for Common Shares issuable upon the exercise of options permitted under Section 5.16, warrants existing on the date hereof, and the performance shares granted pursuant to the Series A Investment Agreement, upon the conversion of the Notes into Series D Preferred Shares or Series C Preferred Shares, or upon the exercise of the Warrants, the Company shall provide each Investor with the full and equal right to maintain its percentage ownership of Common Shares, or other securities convertible into Common Shares, by acquiring unissued Common Shares or securities convertible into Common Shares. At least thirty (30) days prior to the issuance of any such securities, each Investor shall be notified of its right to purchase additional shares hereunder. Each Investor shall have the right, which it may exercise before or within ninety (90) days after the closing of the Company’s issuance of such securities, to subscribe for or acquire such shares (including, but not limited to, the right to acquire such shares or securities issued to directors, officers or employees, or to acquire such shares or securities issued for other than cash consideration, or to acquire treasury shares) on terms and conditions, including, without limitation, with respect to price and method of payment, at least as favorable to the Investors as are proposed to be offered to any other Person.
Right to Purchase Additional Shares. 6 3.2 Closing...................................................... 7 3.3 Exceptions................................................... 7
Right to Purchase Additional Shares. For each $10.0 million of funds (up to a maximum of $50.0 million of funds) committed out of the Initial Commitment (as defined in the Operating Agreement of the Fund) by Constellation Development Fund LLC and its affiliated entities (collectively, the "Fund") in hotel development projects on or before the second anniversary hereof, the Company agrees that Sextant and Xxxxxx-Xxxxx shall have the right to purchase an additional 87,500 and 12,500 Shares, respectively, at a purchase price of $11.25 per Share in cash. Such purchase rights shall be exercisable by either Purchaser in whole or in part at any time during the 18-month period following completion of the Fund's incremental $10.0 million commitment by delivery of written notice of exercise to the Company. Closing of each purchase of additional Shares pursuant to this Section 2 shall occur within 10 days of delivery of the notice of exercise. The purchase price and number of Shares acquirable by the Purchasers pursuant to this Section 2 shall be appropriately adjusted for any future stock splits, stock dividends or similar transactions affecting the Class A Common Stock.
