Rightholder Option; Exercise Sample Clauses

Rightholder Option; Exercise. (i) For a period of 15 Business Days after the date upon which the Stockholders (other than the Selling Stockholder and its Affiliates) shall have received the Offering Notice (the "RIGHTHOLDER OPTION PERIOD"), each of the Stockholders (other than the Selling Stockholder and its Affiliates) (each, a "RIGHTHOLDER" and, collectively, the "RIGHTHOLDERS") shall have the right to elect to purchase Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Rightholders, at the equivalent cash price, determined in good faith by Parent's Board of Directors. Each such Rightholder shall have the right to elect to purchase such number of Offered Securities that is not less than that percentage (the "RIGHTHOLDER PERCENTAGE") of the Offered Securities determined by dividing (1) the total number of Shares then owned by such Rightholder by (2) the total number of Shares then owned by all such Rightholders. If any Rightholder does not fully subscribe for the number or amount of Offered Securities it is entitled to purchase, then each other participating Rightholder shall be offered the opportunity to purchase up to all of the Offered Securities not so subscribed for (for the purposes of this Section 3.1(c), the "EXCESS OFFERED SECURITIES") and each such participating Rightholder shall have the right to purchase at least that percentage of the Excess Offered Securities determined by dividing (x) the total number of Shares then owned by such fully participating Rightholder by (y) the total number of Shares then owned by all fully participating Rightholders who elected to purchase Excess Offered Securities. The procedure described in the preceding sentence shall be repeated until either (x) there are no remaining Excess Offered Securities or (y) each Rightholder shall have declined or waived the initial offer of Offered Securities or an offer to subscribe for Excess Offered Securities. If the Rightholders do not subscribe for all of the Offered Securities pursuant to this Section 3.1(c), then the Selling Stockholder may, subject to Section 3.2, sell all of the Offered Securities to the Offeror in accordance with Section 3.1(e).
AutoNDA by SimpleDocs
Rightholder Option; Exercise. (i) Following the delivery of the Offering Notice, Crestwood shall have the right to offer, at the times set forth in this Section 2.03(b), to purchase all, but not less than all, of the Subject Units at a purchase price determined by Crestwood. The right of Crestwood to offer to purchase all of the Subject Units under this Section 2.03(b) shall be exercisable by delivering written notice of the exercise thereof (each such offer, a “ROFO Offer” and, each such notice, a “ROFO Offer Notice”) to the ROFO Seller, (A) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior to the Proposed Pricing Date and (B) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day of the Proposed Pricing Date. Each ROFO Offer Notice shall be, subject to the following sentence, an irrevocable offer to purchase all of the Subject Units pursuant to this Section 2.03(b), and shall state the purchase price Crestwood is offering for the Subject Units (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date). The failure of Crestwood to deliver a ROFO Offer Notice that conforms to the requirements set forth in this Section 2.03(b) on or before the deadlines set forth in this Section 2.03(b) shall be deemed to be a waiver of Crestwood’s right to make a ROFO Offer under this Section 2.03. A ROFO Offer shall be irrevocable until 11:59 p.m. Eastern Time on the Proposed Pricing Date, unless earlier accepted by the ROFO Seller.
Rightholder Option; Exercise. (i) For a period of 15 Business Days after the date upon which the the Company shall have received the Offering Notice (the "FIRST RIGHTHOLDER OPTION PERIOD"), the Company shall have the right to elect to purchase the Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent cash price, determined in good faith by the Company's Board of Directors. If the Company does not subscribe for all of the Offered Securities pursuant to this Section 3(c) or if it fails to exercise such right during the First Rightholder Option Period, then AI LLC shall have the right to purchase the Offered Securities on the terms and conditions set forth above for a period commencing on the date of the expiration of the First Rightholder Option Period and ending 15 Business Days thereafter (the "SECOND RIGHTHOLDER OPTION PERIOD" and, together with the First Rightholder Option Period, the "RIGHTHOLDER OPTION PERIODS"). If AI LLC does not subscribe for all of the Offered Securities pursuant to this Section 3(c), then the Selling Employee Stockholder may, subject to Section 4, sell all of the Offered Securities to the Offeror in accordance with Section 3(e).
Rightholder Option; Exercise. (i) Following the delivery of the Offering Notice, Crestwood shall have the right to offer, at the times set forth in this Section 2.03(b), to purchase all, but not less than all, of the Subject Units at a purchase price determined by Crestwood. The right of Crestwood to offer to purchase all of the Subject Units under this Section 2.03(b) shall be exercisable by delivering written notice of the exercise thereof (each such offer, a “ROFO Offer” and, each such notice, a
Rightholder Option; Exercise. For a period of seven (7) Business Days following the Company and each ROFO Rightholder’s receipt of the Offering Notice (the “Offer Period”), the ROFO Rightholders shall have the right to offer to purchase all, but not less than all, of the Subject Securities at a purchase price equal to the highest price for the Subject Securities proposed by any of the ROFO Rightholders electing to submit an offer price for the Subject Securities); provided, that if more than one ROFO Rightholder submits an offer pursuant to this Section 3.3, then pro rata according to the number of Shares (on an as-converted basis) owned by each ROFO Rightholder.
Rightholder Option; Exercise. (i) For a period of fifteen (15) days after the giving of the Offering Notice pursuant to Section 3.1(a) (the “Rightholder Option Period”), each of the Rightholders shall have the right (the “Rightholder Option”) to purchase all, but not less than all, of the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. Each such Rightholder shall have the right to purchase that percentage of each class of Offered Securities determined by dividing (i) the total number of Shares of the class of Offered Securities then owned by such Rightholder by (ii) the total number of Shares of the class of Offered Securities then owned by all such Rightholders.
Rightholder Option; Exercise. (i) For a period of five (5) Business Days after the receipt of the Offering Notice from the Selling Shareholder (the "Rightholder Option Period"), each of the SAIF Shareholders and VentureTech Shareholders (who, in each case, is not a Selling Shareholder) (for the purpose of Section 3.1, each, a "
AutoNDA by SimpleDocs

Related to Rightholder Option; Exercise

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below: Option Aircraft Option Exercise Date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  • Method of Option Exercise The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the Phase 1 Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercise Period Check One:

  • Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Warrant Shares Exercise Log Date Number of Warrant Number of Warrant Number of Warrant Shares Available to Shares Exercised Shares Remaining to be Exercised be Exercised ----------- ------------------- ----------------- -------------------------- ----------- ------------------- ----------------- -------------------------- CHINA PHARMA HOLDINGS, INC. WARRANT ORIGINALLY ISSUED JUNE 24, 2008 FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. Dated: _______________, ____ ___________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ___________________________________ Address of Transferee ___________________________________ ___________________________________ In the presence of: ________________________

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

Time is Money Join Law Insider Premium to draft better contracts faster.