Right to Subscribe Sample Clauses

Right to Subscribe. All Eligible Holders will have a right to participate in the Rights Offering on a pro rata basis based on their respective Allowed Claims with respect to Tronox (subject to rounding requirements), provided, however, that for holders of Indirect Environmental Claims, their respective Allowed Claim for purposes of participation in the Rights Offering shall be limited to 50% of such Allowed Claim. The aggregate purchase price for the shares of New Tronox Common Stock issuable upon exercise of the Rights shall be $170 million. The Rights will not be transferable; provided, however, the right to receive shares distributable on account of exercised Rights shall be transferable with and non-severable from the underlying Claim against Tronox to which such Rights relate.
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Right to Subscribe. 6.1.1 Subject to Section 6.3 and Applicable Law, at any time that the Permitted Holder Ownership Percentage is equal to or greater than ten (10) percent on the Business Day that precedes a New Issuance, if the Company at any time shall propose to issue any Monsoon Voting Securities (a “New Issuance”), including as acquisition consideration to be paid to any Person or the shareholders of any Person pursuant to the acquisition by the Company of such Person (or the business or assets of such Person), the Class B Members shall have the right to subscribe for and purchase from the Company (on a pro rata basis, if applicable) additional Class B Shares (a “Purchase”) in such amount as shall cause the Permitted Holder Ownership Percentage, as calculated giving pro forma effect to such New Issuance and Purchase, to be equal to the Permitted Holder Ownership Percentage as calculated immediately prior to the consummation of such New Issuance and Purchase and otherwise preserve and maintain the relative voting and distribution rights of the Class B Members.
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Right to Subscribe. Subject to this Agreement, the Trilogy Parties hereby grant to South32 the sole, exclusive and irrevocable right to subscribe for, from the LLC, and have issued to it by the LLC fifty percent (50%) of all Membership Interests issued to the Company and South32 on Completion (“Option”) free and clear of any Encumbrance.
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Right to Subscribe. (1) On the terms and conditions set out in this Agreement, the Silver Bull Parties hereby grant to South32 the sole, exclusive and irrevocable right for South32 to subscribe for from, respectively, the Company and Contratistas, be issued and to acquire (in the manner specified in section 4) 70% of the Company Shares and 70% of the Contratistas Shares (“Option”) free and clear of any Encumbrance. (2) To give effect to the grant of the Option by the Silver Bull Parties pursuant to section 3.1(1), the Silver Bull Parties must, and must cause Metalline to, waive all preferential or pre-emptive rights to subscribe for the Option Shares or any portion of the Option Shares, and must carry out, and cause Metalline to carry out, all corporate acts required for the Company and Contratistas, respectively, to issue the Option Shares, including voting the Existing Shares at a meeting of the shareholders of each of the Company and Contratistas so as to authorize the issue the Option Shares upon the exercise of the Option by South32 in accordance with section 4.2(6).
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Right to Subscribe. FOR SHARES IN LIST CO AND LISTING OF HANG XXXX GROUP OF COMPANIES
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Right to Subscribe. Minco hereby grants to each Investor the right to purchase equity securities of Minco or securities convertible into equity securities of Minco (such equity securities and securities convertible into equity securities being referred to as "Securities") from time to time, in the circumstances and manner set out below.
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Right to Subscribe. All Eligible Holders (as defined below) will have a right to participate in the Rights Offering on a pro rata basis based on their respective allowed claims with respect to the Debtors (subject to rounding and minimum investment requirements). The aggregate purchase price for the shares of New Tronox Common Stock issuable upon exercise of the Rights shall be $105 million. The Rights will only be transferable in connection with a transfer of the claim against the Debtors to which such Rights related.
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Right to Subscribe. If the Company achieves positive EBT for three consecutive quarters (which three quarters may include the two consecutive quarters described in (b) above), then effective as of the end of the third consecutive quarter the Company shall grant options to Mr. Crowder to purchase an additional 75,000 shares of Common Xxxxx, xxx options to Mr. Fox to purchase an additional 25,000 shares of Common Stock, xx xxxx xase at the Market Price per share of the Common Stock as of the end of the third consecutive quarter. These options will expire on the third anniversary of their issuance.
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Right to Subscribe. Each Shareholder may subscribe for up to and including its Proportionate Interest of the Offered Securities or any other number of Offered Securities. This right may be exercised by delivering an irrevocable and unconditional subscription notice to the Corporation (the “Subscription Notice”) within 15 days from the date the Offering Notice is delivered (the “Offer Period”). The Subscription Notice must specify whether the Shareholder is subscribing for its Proportionate Interest, and if not, the maximum number of, or percentage of, Offered Securities such Shareholder is prepared to acquire. The “Specified Number” of a Shareholder means that Shareholder’s Proportionate Interest of the Offered Securities or the number or amount of the Offered Securities specified in that Shareholder’s Subscription Notice, and if expressed as a percentage, means the number or amount of Offered Securities equal to such percentage multiplied by the total number or amount of Offered Securities. Each Significant Shareholder Group may assign its preemptive rights under this Section 7.1.3 to one or more of its Affiliates; provided that the conditions set forth in Sections 5.2.3, 5.3.3 and 5.4.3 shall apply mutatis mutandis as if fully set forth herein.
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Related to Right to Subscribe

  • Agreement to Subscribe 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

  • Right to suspend 2.1.1 Network Rail may serve a Suspension Notice where a Train Operator Event of Default has occurred and is continuing. 2.1.2 The Train Operator may serve a Suspension Notice where a Network Rail Event of Default has occurred and is continuing.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • Right to Subcontract The Carrier at its discretion may subcontract on any terms the whole or any part of the Carriage.

  • Agreement to Subscribe Purchase Price (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Act and/or Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Act; and (ii) Buyer hereby subscribes for up to 3,000 shares of Preferred at a value of $1,000.00 per each share of Preferred for an aggregate amount of $3,000,000.00USD which Preferred shall contain such terms, provisions, and conditions pursuant to the Certificate of Designation attached as Exhibit A to and forming an integral part of this Agreement. The Buyer shall pay to the Company $3,000,000.00 for 3,000 shares of Preferred on the date the Preferred is duly executed by the Company and received in escrow by the Buyer's counsel (the "Closing Date"). (iii) The Company shall grant to the Buyer the following Warrants ("Warrants") to purchase up to an aggregate of 150,000 Shares of the Company, with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of Two Dollars and 50/100 ($2.50) per Share expiring three (3) years after the Closing Date and Warrants to purchase up to an aggregate of 200,000 shares of the Company with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of One Dollar and 875/1000 ($1.875) per Share expiring three (3) years after the Closing Date; (a) On the Closing Date and upon receipt by the Company of the Three Million and No/100 Dollars ($3,000,000) for the 3,000 Shares of Preferred, the Company shall issue to the Buyer a Warrant to purchase up to One Hundred and Fifty Thousand (150,000) Shares at an exercise price of Two Dollars and 50/100 ($2.50) per Share, and, the Company shall issue to the Buyer a Warrant to purchase up to Two Hundred Thousand (200,000) Shares at an exercise price of One Dollar and 875/1000 ($1.875) per Share with the term of each Warrant being for a period of three (3) years from the Closing date; and Each Warrant shall be substantially in the form attached hereto as Exhibit B.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • No Right to Subcontracting Subcontractor may not subcontract, either part or in whole, the Services authorized under this Agreement.

  • Right to Set Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • No Right to Set-Off The Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

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