Share Purchase Option. The Majority Shareholders covenant and agree to cause the Corporation to grant, prior to December 31, 1999, to LV Capital, the right and option to purchase shares of Common Stock of the Corporation, or other securities of the Corporation convertible into, exchangeable for or carrying any rights to purchase shares of Common Stock, with respect to all shares of Common Stock or any kind of security convertible into, exchangeable for or carrying any rights to purchase shares of Common Stock of the Corporation to be issued after the date of closing of the Stock Purchase Agreement (including without limitation the reissuance of treasury shares) (the "Subsequently Issued Equity Securities"), as follows (the "Purchase Rights"):
(a) LV Capital shall have the right to acquire, in return for payment in cash in an amount equal to the fair market value per share of the consideration to be paid by the purchaser of the Subsequently Issued Equity Securities which triggers the Purchase Rights, a sufficient number of the Subsequently Issued Equity Securities so that, when combined with the Common Stock held prior to such purchase, the aggregate number of shares of Common Stock held by LV Capital and its Affiliates after giving effect to such issuance (and assuming for this purpose the issuance of the maximum number of shares of Common Stock issuable upon conversion or otherwise with respect to the Subsequently Issued Equity Securities) would equal the same percentage of the number of outstanding shares of Common Stock held before the proposed issuance of Subsequently Issued Equity Securities (and assuming, for this purpose, the issuance of the maximum number of shares of Common Stock issuable upon conversion or otherwise with respect to any previously issued Subsequently Issued Equity Security). Upon the second and each subsequent application of this provision, the waiver of, or failure to exercise, the Purchase Rights shall not result in a cumulative right, but rather the aforementioned percentage in the preceding sentence shall be appropriately adjusted to take into account each such earlier waiver or failure to exercise the Purchase Rights.
(b) The Majority Shareholders covenant and agree with LV Capital that the Majority Shareholders will cause the Corporation and its members of the Board of Directors to provide LV Capital at least ten (10) days prior notice in accordance with Article 9.9 (a "Purchase Rights Notice") of any proposed issuance of Subsequently Issued Equit...
Share Purchase Option. Concurrently with the execution of the 1992 Agreement, the Company and the Executive entered into a Share Purchase Option in the form attached thereto as Exhibit A (the "OPTION"), granting to the Executive the right to purchase those shares of Outstanding Stock (as defined in such Exhibit A) as described herein.
Share Purchase Option. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) at a purchase price of $100 on the Closing Date an option ("Underwriter's Share Purchase Option") for the purchase of an aggregate of 5% of the Shares sold pursuant to this Agreement. The initial exercise price for the Shares covered by the Underwriter's Share Purchase Option shall be $5.60 per share ("Underwriter's Shares"), 140% of the public offering price of the Shares. The Underwriter's Shares are identical to the Shares sold to the public. The Underwriter's Share Purchase Option and the Underwriter's Shares are hereinafter referred to collectively as the "Underwriter's Securities." The Shares sold to the public and the Underwriter's Securities are hereinafter referred to collectively as the "Securities".
Share Purchase Option. 4.1. Within 36 months from the Effective Date, the Marketing Agent may exercise an option to purchase the value of AUD $150,000 (one hundred and fifty thousand dollars) for AUD $30,000. This Option will be available for the Marketing Agent at Pre-Listing or Post-Listing. Under the managed License agreement, the Marketing Agent (the Licensee) may or may not exercise this share purchase option.
Share Purchase Option. The Underwriter's Share Purchase Option has been duly authorized and, when duly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms. The Underwriter's Shares have been duly authorized and, when issued and sold, upon receipt of the proper consideration therefor, will be validly issued, fully paid and non-assessable and free of preemptive rights and no personal liability will attach to the ownership thereof.
Share Purchase Option. (a) On each occasion so instructed by the Managing Director, the Trustee shall enter into an Option Agreement with the relevant Participant on the terms set forth in the respective incentive Notice, in terms substantially similar to those in the form attached to this Trust Agreement as Exhibit “C”. Such agreement may contain clauses providing that the number of Shares that the respective Participant is entitled to acquire shall be reduced so that the taxes payable by such Participant on such acquisition shall be paid by the Trustee, by the Settlor, by the Subsidiary to which it is related or by any other Person.
(b) A Stock Option confers upon the respective Participant the right to purchase a specified number of shares of Stock during a specified period, at a price determined in accordance with the provisions set forth in the Option Agreement that such Participant enters into with the Trustee. The Participants (or their Legitimate Successors) will only be entitled to exercise those Stock Options that have vested in accordance with the provisions set forth in the relevant Option Agreement. Title to the Stock Optioned Shares will be transferred to the Participant upon the actual exercise of the vested Stock Option in accordance with the terms of the respective Option Agreement.
(c) In terms of the provisions of the Incentive Plan, Stock Options vested by execution of the respective Option Agreement may provide for: (i) payment of the Purchase Price in cash, by delivery to the Trustee of immediately available funds through electronic transfer of funds to the Cash Account of the amounts set forth in the Option Agreement; provided that such transfer shall not be required in the event that Vista or the Subsidiary with which such Participant is related deposits the corresponding resources in the Cash Account; or (ii) the payment of the Purchase Price by means of a cash free procedure by virtue of which the Participant in question will receive the number of Shares resulting from the application of the formula set forth in the Option Agreement, in which case Vista or the Subsidiary with which such Optionee is related, shall, if applicable, deposit in the Cash Account the corresponding resources in the Cash Account; provided that such transfer shall not be required in the event that Vista or the Subsidiary with which such Participant is related, shall deposit the corresponding resources in the Cash Account, resources determined by the Managing Director; or (iii) a ...
Share Purchase Option. In consideration of the Company's agreement to pay to Owner an option fee in the amount of $151,000 (the "Option Fee Amount"), Owner hereby grants to the Company the right and option (the "Option"), but not the obligation, to purchase up to 2,000,000 shares of the Common Stock of the Company (the "Option Shares"), in one or more transactions, at a cash price of $0.45 per share.
Share Purchase Option. Licensee further grants Licensor a [***] ([***]) year option to purchase Treasury shares (“Treasury Shares”) up to [***] shares of common stock [***]. The exercise price for the Treasury Shares shall be [***] of the average weighted price of HSNi’s shares of common stock for the last 20 days trading prior to the Share option exercise.
Share Purchase Option. 4.1 The Company grants to the Consultant the right and option (the “Option”) to purchase 150,000 common shares of the Company (the “Optioned Shares”) for one year commencing on the Effective Date (the “Option Term”), unless the Services have been terminated earlier and the provisions of section 6 apply, at an exercise price of $0.35
Share Purchase Option. At or before the First Closing Date, IAT will sell to the Underwriters (or, at the Representative's option, the Representative, individually), or their designees, as permitted by the NASD, for a consideration of $310, and upon the terms and conditions set forth in the form of Share Purchase Option annexed as an exhibit to the Registration Statement, a Share Purchase Option to purchase an aggregate of 310,000 Shares. In the event of conflict in the terms of this Agreement and the Share Purchase Option, the language of the Share Purchase Option shall control.
