Right to Purchase Shares. The Employee understands and agrees that the Company has granted to the Employee the right to purchase shares of Class B Common Stock to reward the Employee for the Employee's future efforts and loyalty to the Company and its Affiliates by giving the Employee the opportunity to participate in the potential future appreciation of the Company. Accordingly, (a) if the Employee engages in any Prohibited Activity, or (b) if, at any time during the Employee's employment with the Company or any of its Affiliates or during the three years following a Termination, the Employee engages in any Competitive Activity, or (c) if, at any time (whether during the Employee's employment or after any Termination thereof), the Employee is convicted of a crime against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the "Repurchase Notice") to the Employee, to purchase all or any portion of the shares of Class B Common Stock then held by the Employee.
Right to Purchase Shares. Each Shareholder understands and agrees that the Company has provided for such Shareholder to hold shares of Capital Stock in the Company to reward such Shareholder for such Shareholder’s future efforts and loyalty to the Company and its Affiliates by giving such Shareholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder engages in any Prohibited Disclosure or breaches or violates such Shareholder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (b) such Shareholder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (c) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder engages (at any time prior to the second anniversary of the Relevant Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (e) such Shareholder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “Repurchase Notice”) to such Shareholder, to purchase all or any portion of the shares of Capital Stock then held by such Shareholder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), the Company shall not be entitled to purchase all or any portion of the shares of Capital Stock of any Shareholder pursuant to this Section 4 with respect to a breach of:
Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.
Right to Purchase Shares. HOH hereby grants to Investor the right (the "Preferential Right") to purchase shares of HOH Common Stock or Preferred Stock (the "Shares") as set forth herein. Investor shall have the Preferential Right to purchase any Shares HOH offers to any bona fide third party for cash and/or cancellation of indebtedness, provided, however, Investor shall have the right and priority to purchase only that percentage of the Shares offered as his investment in Electropure bears to the total investments in Electropure by all other investors of Electropure who have entered into substantially similar Stock Right Agreements and desire to purchase Shares, unless cuh other Investor does not or cannot purchase his full allocated share of the Shares, in which case, the balance of the Shares not being purchased shall be allocated again based on the investments in Electropure. Notwithstanding the above, Investor shall not be able to purchase Shares under this Agreement with an aggregate Purchase Price (as defined in Section 2 hereof) of more than Fifty Thousand ($50,000.00) Dollars.
Right to Purchase Shares. (a) Subject to the terms and conditions set forth herein, the Holder or its registered assigns (the “Registered Holder”) is entitled to purchase from the Company, at any time and from time to time on or before the Expiration Date, a number of shares of Common Stock of the Company (the “Warrant Stock”) equal to the Warrant Amount (as defined below) at an exercise price per share equal to the Warrant Price (subject to adjustment pursuant to Section 4 hereof) (the “Exercise Price”).
Right to Purchase Shares. Notwithstanding anything herein to the contrary, any Investor may, in its sole discretion, purchase any part or all of the Shares that otherwise would be purchasable at the third tranche of the Initial Closing Shares and, subject to the Board of Directors prior written consent, purchase any Second Closing Shares at any time prior to the closing of the third tranche of the Initial Closing or prior to the Second Closing Date (as applicable) upon thirty (30) calendar days’ prior written notice to the Company and RMI. As set forth in Section 1.4 hereof, RMI shall match the investment amount of all non-RMI Investors pursuant to this Section 1.5 and Section 1.4. It is understood and agreed that, unless such additional purchase occurs simultaneously with the closing of any of the tranches of the Initial Closing or the Second Closing, the date of any such purchase shall not be deemed a “Closing” for any purpose hereunder and, without limiting the foregoing, none of the conditions to closing set forth in Section 4 hereof shall apply to any such purchase and sale except that upon receipt of funds representing the purchase price for the such Shares, the Company shall deliver to the Investor a certificate representing such Shares. If the Shares otherwise purchasable at the third tranche of the Initial Closing are purchased prior to the closing of the second tranche of the Initial Closing, RMI shall not be obligated to match the investment thereof unless and until (but simultaneously with) the closing of the second tranche of the Initial Closing. In the event that RMI matches investments of any non-RMI Investor, the amount of the respective investment of RMI set forth in Schedule A shall be decreased on the amount of funds transferred by RMI to the Company pursuant to the Section 1.4 and 1.5 of this Agreement.
Right to Purchase Shares. Subject to the terms and conditions specified in this Agreement, Ansan hereby grants to Titan a right to purchase Shares (as hereinafter defined) of Ansan in connection with future issuances by Ansan of its Shares. Each time Ansan proposes to offer (an "Offer") any shares of, or securities convertible into or exchangeable for any shares of, any class of its capital stock ("Shares"), Ansan shall offer Shares to Titan in accordance with the following provisions:
Right to Purchase Shares. The Non-Transferring Shareholders shall have the right to purchase the Shares from the Transferring Shareholder upon the same terms and conditions as set forth in the Transfer Notice. The Non-Transferring Shareholders electing to purchase the Shares (the “Electing Shareholders”) may purchase such Shares in the proportion that the number of Shares held by each Electing Shareholder bears to the total number of Shares held by all Electing Shareholders, or in such other proportions as the Electing Shareholders may otherwise agree.
Right to Purchase Shares. 7.1 Ominto shall have the right, but not the obligation, to purchase up to 1,000,000 of the Ominto Shares from Quant as set forth below in one or more transactions.
Right to Purchase Shares. If the spouse (the "Selling Spouse") of an issue of Xxxxx, Sr. who is a Stockholder (the "Original Xxxxxx Stockholder") or of a Permitted Transferee (the "Original Xxxxxx Permitted Transferee") dies or the marriage of a Stockholder or any Permitted Transferee is dissolved and, after such death or dissolution, title to or ownership of any interest in any of the Original Xxxxxx Stockholder's or the Original Xxxxxx Permitted Transferee's shares of stock in the Corporation is vested in any person other than the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, then the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, shall have the right and option to purchase from the owner or owners thereof any or all of such shares of stock transferred to or confirmed in such other persons (the "Marital Shares"), and, if the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee exercises such option, such owner or owners shall sell their Marital Shares to the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. In the case of a marital dissolution, the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee shall have the option to purchase any other shares of stock in the Corporation (the "Other Shares") owned by his or her spouse at the price and upon the terms and conditions of payment set forth in Paragraphs 5.25 and 5.26, below. Such options shall be exercisable by written notice from the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, as the case may be, to Xxxxx, Sr., Agatha and the Selling Spouse or the personal representative of the estate of the Selling Spouse at any time within an option exercise period (the "Option Exercise Period") of (a) eighteen (18) months after the date of the Selling Spouse's death, or (b) in the event of dissolution of the marriage of the Original Xxxxxx Stockholder or the Original Xxxxxx Permitted Transferee, sixty (60) days after the date of entry of any final order, judgment or decree determining the rights, if any, of the Selling Spouse in the Marital Shares (the "Dissolution Order"). Notwithstanding the foregoing if, as a result of the death of the Selling Spouse, a petition for determination of the classification of the stock in the Corporation of the Original Xxxxxx ...
