Securityholder Option Sample Clauses

Securityholder Option. If the Company has not elected to purchase all of the Offered Shares pursuant to Section 3.2(a) and the Selling Securityholder is a Founder, Preferred Stockholder, Noteholder or Warrantholder, the procedures of this Section 3.2(b) shall be complied with. For a period of thirty (30) days after receipt of the Company Notice, each Investor Securityholder shall have the right to purchase all or any part of its Proportionate Percentage (as defined below) of the Offered Shares not purchased by the Company at the monetary value per Share designated in the Notice of Proposed Sale, pursuant to the terms of this Section 3.2. Not later than thirty (30) days after delivery of the Company Notice, each Investor Securityholder desiring to purchase all or any part of its Proportionate Percentage of the Offered Shares not purchased by the Company (each, a “Buying Securityholder”) shall deliver to the Company, the other Investor Securityholders and the Selling Securityholder Registered Notice (the “Buying Securityholder’s Notice”) stating that the Buying Securityholder has accepted the offer stated in the Notice of Proposed Sale with respect to all or any part of its Proportionate Percentage of the Offered Shares not purchased by the Company. If one or more of the Buying Securityholders elects not to purchase all of the Offered Shares not purchased by the Company which it is entitled to purchase pursuant to this Section 3.2(b), the other Investor Securityholders, by written notice to the Company and the Selling Securityholder within five (5) days after the end of the thirty (30) day period set forth above, may elect to purchase all or a part of such unpurchased Offered Shares pro rata between or among them or in such other manner as they may agree. The closing of any purchase of the Offered Shares by the Buying Securityholders shall take place no later than fifteen (15) days after the end of the thirty (30) day period set forth above, and shall take place on the same day as the closing of the purchase of Offered Shares by the Company pursuant to Section 3.2(a) if the Company is purchasing Offered Shares. As used in this Section 3.2(b), the term “Proportionate Percentage” shall mean, with respect to each Buying Securityholder, a fraction, the numerator of which is the number of shares of Common Stock into which the Senior Notes held by such Buying Securityholder are convertible as of the date of the Notice of Proposed Sale, and the denominator of which is the total number of...
AutoNDA by SimpleDocs

Related to Securityholder Option

  • SHAREHOLDER OR BONDHOLDER RIGHTS The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.

  • No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate.

  • Notification to Securityholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt written notice thereof to the Certificateholders and each Rating Agency, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders.

  • Holder of Rights Not Deemed a Stockholder No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed for any purpose the holder of shares or any other securities which may at any time be issuable on the exercise of such Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 5.8 hereof), or to receive dividends or subscription rights, or otherwise, until such Rights shall have been exercised or exchanged in accordance with the provisions hereof.

  • Control by Securityholders The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Warrant Holders Section 8.1. Warrant Holder Deemed Not a Stockholder....................... 30 Section 8.2.

  • Securityholders Meetings SECTION 8.01.

  • Holder of Record of Conversion Shares The Person in whose name any share of Common Stock is issuable upon conversion of any Note will be deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

  • Holder The term “

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