Special Purchase Rights Sample Clauses

Special Purchase Rights. Upon the Final Initial Closing Date, in addition to the Ordinary Purchase Rights and the Additional Purchase Rights, the Purchaser shall be granted the right (the “Special Purchase Rights”) to purchase 1,000,000 (as equitably adjusted for stock splits, combinations and the like) shares of Common Stock at a price per share equal to $0.375 per share (as equitably adjusted for stock splits, combinations and the like).
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Special Purchase Rights. Each time Holdings, Fund V or Portfolio (or any of their affiliate transferees of Holdings' securities acquired under the Exchange Agreement) endeavor to purchase shares of Common Stock from any Person not a party hereto other than from an affiliate, Holdings shall offer to buy, for the same price and on the same terms and conditions, a proportionate number (based on the percentages set forth in Schedule A hereto or such other percentages as specified in any subsequent notice) of shares of Common Stock from each member of the Xxxxx Group and JEDI equal in aggregate amount to the amount Holdings, Fund V or Portfolio endeavor to purchase or the total number of shares of Common Stock then held by members of the Xxxxx Group and JEDI, whichever is less, based on the number of shares of Common Stock to be purchased by Holdings, Fund V or Portfolio (or their affiliate transferees). If any offer pursuant to this Section 8 is not accepted, in writing, within five --------- (5) business days by any member of the Xxxxx Group or JEDI, such offer shall be deemed rejected and Holdings shall have no further obligations pursuant to this Section 8 with respect to such member of the Xxxxx Group or JEDI and that --------- particular purchase of Common Stock by Holdings, Portfolio and/or Fund V (and/or their affiliate transferees).
Sample 1
Special Purchase Rights. Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1-3 to the Purchase Agreement as of the date of execution of Supplemental Agreement No. 3. Customer will have the right to purchase [*] Boeing Model 787-8 aircraft on the terms and conditions described in this Letter Agreement [*]. Customer’s right of substitution with respect to any Boeing Model 787-8 aircraft pursuant to the Purchase Agreement (or any other letter agreement amending and supplementing the Purchase Agreement) shall be applicable to each such [*].
Sample 1
Special Purchase Rights. Each time Holdings, Fund V or Portfolio (or any of their affiliate transferees of Holdings' securities acquired under the Exchange Agreement) endeavor to purchase shares of Common Stock from any Person not a party hereto other than from an affiliate, Holdings shall offer to buy, for the same price and on the same terms and conditions, a proportionate number (based on the percentages set forth in Schedule A hereto or such other percentages as specified in
Sample 1
Special Purchase Rights. If, at any time after the opening of the ----------------------- Project, (i) the Venture sells all or substantially all of its assets to a person that is not an Affiliate of HCS I, HCS II, Operator, HCC or any other Venturer (other than Paddlewheels and any Affiliate thereof), or (ii) HCS I, HCS II, the Operator, HCC and such other Venturer collectively sell all of their JV Interests to a person that is not an Affiliate of HCS I, HCS II, the Operator, HCC or such Venturer, then the Venture or HCS I, HCS II, the Operator, HCC and such other Venturer shall pay Paddlewheels an amount equal to 10% of the Net Realized Value of such applicable sale received by the Venture, HCS I, HCS II, the Operator, HCC and such other Venturer, together with an additional amount representing the appraised value of Paddlewheels' right to future fees that would otherwise continue to be payable under the Marine Agreement. Upon payment of such Net Realized Value to Paddlewheels pursuant to this Section 10.5, the Venture shall not be obligated to make any payments to Paddlewheels pursuant to the Marine Agreement, and all of the JV Interests held by Paddlewheels and all of its Affiliates shall terminate, expire and be of no legal effect. For purposes of this section, the term "Net Realized Value" shall mean the gross ------------------------ sales proceeds from the applicable sale less (x) transaction costs (including, but not limited to, accountants' and attorneys' fees), and amounts used to repay debt and to establish reserves for debt payments, replacements and contingencies (provided that Net Realized Value shall later be increased to the extent that any portion of such reserves are paid to the Venture subsequent to the initial determination of Net Realized Value), and (y) any amounts paid by the Venture to HCS I, HCS II, Paddlewheels, the Operator, HCC, any other Venturer, or any Affiliate thereof representing a return of each Venturer's initial Capital Contributions and any Subsequent Capital Contributions. The parties hereto agree and acknowledge that if any sale referred to in this Section 10.5 is made to an Affiliate of the Venture, HCS I, HCS II, the Operator, HCC or any other Venturer (other than Paddlewheels or any Affiliate thereof), then Paddlewheels shall not be entitled to receive any payments pursuant to this Section 10.5.
Sample 1
Special Purchase Rights. If, at any time after the opening of the ----------------------- Project, (i) QNOV sells all or substantially all of its assets to a person that is not an Affiliate of either Sodak, HWCC , Operator, HCC, Sodak Gaming or any other Venturer (other than Paddlewheels and any Affiliate thereof), or (ii) Sodak, HWCC, the Operator, HCC, Sodak Gaming and such other Venturer collectively sell all of their JV Interests to a person that is not an Affiliate of either Sodak, HWCC, the Operator, HCC, Sodak Gaming or such Venturer, then the Venture or Sodak, HWCC, the Operator, HCC, Sodak Gaming and such other Venturer shall pay Paddlewheels an amount equal to 10% of the Net Realized Value (as defined below) of such applicable sale received by the Venture, or Sodak, HWCC, the Operator, HCC, Sodak Gaming and such other Venturer, together with an additional amount representing the appraised value of Paddlewheels' right to future fees that would otherwise continue to be payable under the Marine Agreement. Upon payment of such Net Realized Value to Paddlewheels pursuant to this Section 10.7, the
Sample 1
Special Purchase Rights. (a) Prior to the offering of any voting capital stock of CWM REIT (or security convertible or exchangeable into or exercisable for voting capital stock), other than shares of Common Stock (or securities convertible or exchangeable into or exercisable for Common Stock) issued (i) pursuant to any employee stock option plan or employee stock purchase plan, (ii) as consideration in making acquisitions or (iii) pursuant to the existing CWM REIT dividend reinvestment plan or any successor thereto (the "DRIP"), (an "Offering") CCR may offer and shall have the right (the "Right of First Offer") to purchase from CWM REIT such number of shares of such capital stock or securities as may be required to maintain its proportional voting interest (based on the total voting interest of the Company's capital stock outstanding immediately prior to such Offering). CWM REIT shall provide CCR notice of any Offering within 30 days prior to the commencement thereof, and within 10 Business Days following receipt of such notice, CCR shall advise CWM REIT in writing that it intends to purchase all or a portion of its proportional percentage of the shares proposed to be issued in the Offering. Any purchase by CCR pursuant hereto shall be made on the terms and be subject to the conditions applicable to other purchasers in the Offering. Subject to Section 2.4(e), this Right of First Offer shall expire on the earlier of (i) the 20th anniversary of the Effective Time, (ii) the date on which CCR ceases to beneficially own 5% or more of the outstanding shares of Common Stock (excluding from the number of shares of Common Stock outstanding for purposes of such calculation all outstanding shares of Common Stock issued after the effective time pursuant to any employee stock option, employee stock purchase or compensation plan and all shares of Common Stock issued after the effective time as consideration in making acquisitions), (iii) the date on which CCR ceases to beneficially own 2% or more of the outstanding shares of Common Stock, and (iv) the date of a Change of Control.
Sample 1
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Related to Special Purchase Rights

  • Preferential Purchase Rights No later than 5 Business Days after the Execution Date, Seller shall prepare and send notices to the holders of any preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer, all of which preferential rights are described in Section 4.11 of the Disclosure Schedule. If Buyer discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule) during the course of Buyer’s Due Diligence Review, Buyer shall promptly notify Seller of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Buyer notifies Seller of such preferential rights. If after the Execution Date Seller discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule), Seller shall promptly notify Buyer of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Seller notifies Buyer of such preferential rights. If, prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of that portion of the Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, then such Assets shall be excluded from the Assets identified in this Agreement and the Purchase Price shall be reduced by the Allocated Values of such Assets; provided that if the holder of such preferential right fails to consummate the purchase of such Assets prior to the Closing Date, then Seller shall notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right is outstanding but has not been asserted prior to Closing, or with respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. If one or more of the holders of any preferential purchase rights validly notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall immediately give notice thereof to Buyer, whereupon Buyer shall perform all valid preferential purchase right obligations of Seller to such holders and Buyer shall be entitled to receive (and Seller hereby assigns to Buyer all of Seller’s rights to) all proceeds received from such holders in connection with such preferential purchase rights. Buyer hereby agrees to indemnify, defend and hold harmless Seller from any claim by the holder of a preferential right with respect to the allocation of the Base Purchase Price among the Assets, including the Asset(s) subject to such preferential right.

  • Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse:

  • Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

  • Repurchase Rights ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts).

  • Stock Purchase Rights In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

  • Purchase Rights In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Forward Purchase Securities The Forward Purchase Shares and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Forward Purchase Contract and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of the Forward Purchase Securities are not and will not be subject to personal liability by reason of being such holders; the Forward Purchase Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Securities has been duly and validly taken. The Forward Purchase Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Forward Purchase Units and the Forward Purchase Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been reserved for issuance and upon the exercise of the applicable Forward Purchase Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable.

  • Purchase Rights Fundamental Transactions In addition to any adjustments pursuant to Section 10 above, if at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (“Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

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