Rights of Purchase Sample Clauses

Rights of Purchase. If the option described in subclause 5.3 is able to be exercised then it will be exercised in the following manner:
Sample 1
AutoNDA by SimpleDocs
Rights of Purchase. In the event that any Member shall dissolve or become bankrupt, and the remaining Members vote to continue the business pursuant to Section 10.1.5, the other Members and the Company shall have the right to purchase such Member's Ownership Interest pursuant to the procedures set forth in Section 11.4. If, at the end of the Member Option Period (as defined below), any Ownership Interest remains which has not been purchased by the other Members, the Company may, but shall not be required to, purchase all of such remaining Ownership Interest from the dissolved or bankrupt Member as it so chooses, and such Member or its successors, as applicable, shall sell all of such remaining Ownership Interest to the Company, at the purchase price provided in Section 11.4.1. If the Company does not elect to so purchase the remaining Ownership Interest during the Company Option Period (as defined below) for a period of 120 days thereafter, such Member's Ownership Interest may be sold to a third party; if such Member's Ownership Interest is not sold during such period, the Member's Ownership Interest shall again be subject to the restrictions on Transfer provided for in this Article XI.
Sample 1
Rights of Purchase. 5 1.3.2. Determination of Purchase Price.......................5 2.
Sample 1
Rights of Purchase. If the Company has requested that the Decedent's Transferees execute and deliver this Agreement and the Decedent's Transferees have not so executed and delivered this Agreement within 60 days after such request, then the Company may, but shall not be required to, purchase, and the Decedent's Transferees, at the request of the Company, shall sell to the Company, the Equity Securities. To the extent the Company does not so elect, then each other Stockholder who owns five percent (5%) or more of the total outstanding capital stock of the Company at such time shall have the right, but not the obligation, to purchase such Equity Securities. Any purchase of such Equity Securities shall be at the price determined in accordance with Section 2.2.3 and time periods for notification and acceptance shall run from the date on which the Company receives notice of the death of the Stockholder, but otherwise any such purchase shall be effected in accordance with the terms and conditions of Section 1.1.4.
Sample 1
Rights of Purchase. Upon termination of the employment of a Stockholder with the Company, other than by reason of the Stockholder's retirement in accordance with the normal retirement policies of the Company or the death or permanent and total disability of such Stockholder, the Company may, but shall not be required to, purchase from the Stockholder, or in the case of Plan Shares (as defined below) that were transferred pursuant to Section 2.1 to immediate family members prior to such termination, the transferees of such Plan Shares (collectively, the "Employees" and individually, the "Employee"), and the Employees shall sell to the Company, at the Company's request, any Common Stock of the Company received by the Employee pursuant to the Cybernet Holding, Inc. 1995 Stock Option Plan (the "Plan Shares"). To the extent the Company does not so elect, then each other Stockholder who owns five percent (5%) or more of the total outstanding capital stock of the Company at such time shall have the right, but not the obligation, to purchase such Equity Securities. Any purchase of such Equity Securities shall be at the price determined in accordance with Section 2.3.2 and time periods for notification and acceptance shall run from the date on which the Company receives notice of the death of the Stockholder, but otherwise any such purchase shall be effected in accordance with the terms and conditions of Section 1.1.4.
Sample 1
Rights of Purchase. 53.01 (a) In the event that during the original Term hereof, Landlord shall make the Building available for purchase to the general public (each such instance, during the original Term, for which Landlord’s entire interest in the Building is available to the general public continuously and without interruption for purchase being an “Availability Period”), then Landlord have the recurring obligation during each Availability Period to give notice to the Named Tenant of such availability and shall offer the Building to Named Tenant at a purchase price determined by Landlord, in Landlord ’s sole discretion (the “ROFO Notice”). In the event that the ROFO Notice is given by Landlord, and provided that (1) Tenant is not in default of any of its material obligations under this Lease after notice (in which event Tenant’s rights under this Article shall be suspended until the earlier of (i) Tenant’s timely and full cure of the default alleged in such notice, at which time Tenant’s obligations hereunder shall be reinstated, and (ii) the expiration of Tenant’s time in which to cure such default, at which time Tenant’s rights hereunder with respect to Artic1e 53 shall
Sample 1

Related to Rights of Purchase

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Rights of Purchasers Upon any sale of the Collateral (whether public or private), the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser (including the Agent) at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind, including any equity or right of redemption of the Debtor who, to the extent permitted by law, hereby specifically waives all rights of redemption, including, without limitation, any right to redeem the Collateral under Section 9-506 of the UCC, and any right to a judicial or other stay or approval which it has or may have under any law now existing or hereafter adopted.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Conditions of Purchase The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • Commencement of Purchases of Common Stock After the Commencement Date (as defined below), the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).

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