Stockholders' Option to Purchase Sample Clauses

Stockholders' Option to Purchase. (a) The New Investors shall have the first right of first refusal (the “Investor ROFR”), exercisable for a period of 10 business days from the date of delivery of the Founder Notice (the “Investor ROFR Period”), to purchase any or all of their pro rata portion of the Offered Shares for the consideration per share and on the terms and conditions set forth in the Founder Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR shall be exercised by delivery by the New Investors of written notice to the Selling Founder and the Secretary of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”). (b) If options to purchase have been exercised pursuant to Section 5.4(a) for some but not all of the Offered Shares by the end of the Investor ROFR Period, then the Company shall, promptly after the expiration of the Investor ROFR Period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”). In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under thi...
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Stockholders' Option to Purchase. 5.1. Subject to Sections 4.5 and 6.1, each Stockholder shall have an option, exercisable for a period of 15 days from the date of delivery of the Stockholder Notice, to purchase, on a pro rata basis according to the number of Shares owned by such Stockholder, the Remaining Shares for the consideration per share and on the same terms and conditions set forth in the Notice. Such options shall be exercised, if at all, by delivery by such Stockholder of written notice to the Secretary of the Company. Alternatively, each Stockholder that is a Purchaser shall have the option, within the same 15-day period, to notify the Secretary of the Company of its desire to participate in the sale of the Offered Shares on the same terms set forth in the Notice, and the number of Shares it wishes to sell; provided however, that no Stockholder may exercise both of the foregoing options. 5.2. In the event options to purchase have been exercised by the Stockholders with respect to some but not all of the Remaining Shares, those Stockholders who have exercised their options within the 15-day period specified in Section 5.1 shall have an additional option, for a period of five days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Shares on the same terms and conditions set forth in the Notice, which option
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Stockholders' Option to Purchase. If the Corporation does not exercise its option to purchase all or any portion of such Shares, the remaining Stockholders within sixty (60) days of the Corporation's receipt of the notice of the proposed transfer, shall have an option (hereby granted by each Stockholder) to purchase all unpurchased Shares, pro rata according to their respective percentages of Common Stock, par value $.01 per share (the "Common Stock") (without regard to the selling Stockholder's Shares and assuming all of the Shares which are convertible into Common Stock had been so converted as of the date of such determination), provided however, that if any such Stockholder elects to exercise her or his option to purchase pursuant to this Section 2.3, such Stockholder shall exercise it with respect to all but not less than all of her or his respective pro rata portion. If the remaining Stockholders do not exercise their respective options to purchase all of such Shares, then any Stockholder who has exercised his or her option to purchase his or her pro rata share of the remaining Shares may exercise an option to purchase all of its pro rata portion of such unpurchased Shares, subject to SECTION 4.2 hereof. The process in the immediately preceding sentence shall continue until all of the unpurchased Shares have been purchased or until no Stockholder desires to purchase any remaining unpurchased Shares.
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Related to Stockholders' Option to Purchase

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Holders Conversion Rights Subject to Section 2.2, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, together with interest and fees due hereon, into shares of Common Stock, subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

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