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”).
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Stockholders' Option to Purchase. If the Company does not elect to purchase all of the Transferred Company Securities pursuant to Section 4.1(c), then each Investor Stockholder (other than the Transferor Stockholder) (each, an “Offeree Stockholder”) shall have the option, for a period of ten (10) Business Days after the earlier of receipt by the Transferor Stockholder and the Offeree Stockholders of notice by the Company that the Company has so elected or the expiration of the ten (10) Business Day option period set forth in Section 4.1(c), to purchase, on the terms contained in the Transfer Notice, up to its Proportionate Share of the remaining Transferred Company Securities plus any Excess Transferred Company Securities described below; provided, that the Offeree Stockholders shall not have the right to purchase less than all of the Transferred Company Securities unless (i) the Company and the Offeree Stockholders collectively elect to purchase all of the Transferred Company Securities or (ii) the Transferor Stockholder consents to the purchase of less than all of the Transferred Company Securities. Each Offeree Stockholder’s option to purchase the Transferred Company Securities hereunder shall be exercisable by delivering written notice to such effect, prior to the expiration of such ten (10) Business Day option period, to the Transferor Stockholder, the Company and each of the other Offeree Stockholders (each, a “Purchaser’s Notice”). Each Offeree Stockholder shall have the right and may indicate in its Purchaser’s Notice its desire to participate in the purchase of Transferred Company Securities in excess of its Proportionate Share. The failure of an Offeree Stockholder to exercise its option under this Section 4.1(d) within such ten (10) Business Day period shall be deemed to be an election by such Offeree Stockholder not to purchase the Transferred Company Securities. If any Offeree Stockholder elects not to purchase all of its Proportionate Share of the Transferred Company Securities, then the Transferred Company Securities which were available for purchase by all such declining Offeree Stockholders (the “Excess Transferred Company Securities”) shall automatically be deemed to be accepted for purchase by the Offeree Stockholders who indicated in their respective Purchaser’s Notices a desire to participate in the purchase of Transferred Company Securities in excess of their respective Proportionate Shares. Unless otherwise agreed by all of the Offeree Stockholders participating in t...
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Stockholders' Option to Purchase. (a) The Other Stockholders shall have an option, exercisable for a period of thirty (30) days from the date of delivery of the Offer Notice, to purchase, on a pro rata basis according to the number of shares of Common Stock that each owns or which are issuable upon conversion of all Securities beneficially owned by such Stockholder (calculated on a fully diluted basis), the Offered Securities for the consideration per share and on the terms and conditions set forth in the Offer Notice. Such option shall be exercised by delivery by such Stockholder of written notice to the Selling Stockholder and the Secretary of the Company.
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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 such Stockholder's "pro rata ownership interest" of Shares or Notes, as the case may be, the Remaining Shares or Notes, as the case may be, 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 and the Initial Selling Stockholder. Alternatively, each Stockholder that is a holder of Co-Sale Shares or Notes, as the case may be, shall have the option, within the same 15-day period, to notify the Secretary of the Company and the Initial Selling Stockholder of its desire to participate in the sale of the Offered Shares or Notes, as the case may be, on the same terms set forth in the Notice, and the number of Co-Sale Shares or Notes, as the case may be, it wishes to sell; provided that no Stockholder may exercise both of the foregoing options.
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Stockholders' Option to Purchase. 4.1 Subject to Section 6.1, each Stockholder shall have an option, exercisable for a period of 15 days from the date of delivery of the Notice, to purchase, on a pro rata basis according to the number of Shares owned by such Stockholder, the Offered Stock for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company.
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Stockholders' Option to Purchase. (a) In the event the Company elects to purchase less than all of the Offered Shares pursuant to Section 5 above, then the Selling Holder shall deliver a notice (the "Stockholder Notice") to the Company and to each other Stockholder who, together with its Affiliates, then holds at least 2% of the then outstanding Capital Stock of the Company, on an as converted to Common Stock basis (each a "Qualified Stockholder"), which Stockholder Notice shall be in the form and substance satisfactory to the Company, granting each Qualified Stockholder an option, exercisable for a period of 15 days from the date of delivery of the Stockholder Notice, to purchase any or all of the Remaining Shares for the consideration per share and on the terms and conditions set forth in the Notice, subject to a pro-rata reduction, if necessary, as provided by Section 6(b) below. Such option shall be exercised by delivery by such Qualified Stockholder of written notice to the Selling Holder, Secretary of the Company and to the other Qualified Stockholders.
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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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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.
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Stockholders' Option to Purchase. 5.1 Subject to Section 6, each Stockholder other than the Selling Stockholder (the "Non-Selling Stockholders") shall have an option, exercisable for a period of fifteen (15) business days from the date of delivery of the Notice, to purchase, on a pro rata basis according to the number of Shares owned by such Non-Selling Stockholder, the Offered Shares for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery by such Non-Selling Stockholder of written notice to the Secretary of the Company. Notwithstanding the foregoing, in no event shall Vertex be entitled to exercise any rights under this Section 5 to the extent that any purchase hereunder by Vertex would result in Vertex holding more than ten percent (10%) of the Company's issued and outstanding shares of Series B Preferred or Series C Preferred.
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Related to Stockholders' Option to Purchase

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • 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 Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • 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) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Kismet Acquisition Two Corp. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Date: [ ], 20 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG KISMET ACQUISITION TWO CORP. (THE “COMPANY”), KISMET SPONSOR LIMITED AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. NO. [ ] WARRANT

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").

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