Stockholders' Right to Purchase Sample Clauses

Stockholders' Right to Purchase. In the event of a proposed sale by a Stockholder pursuant to this Article II, each of the Stockholders shall have fifteen (15) days from the date of receipt of any such notice to agree to purchase from the Selling Stockholder a pro rata portion of the shares, based on the fully diluted shares owned by such Stockholder, being sold by the Selling Stockholder for the price and upon the terms specified in the written notice by giving written notice to the Selling Stockholder or to elect not to exercise such right. The Stockholders shall each have a right of over-allotment such that for each Stockholder that fails to exercise its right to purchase its portion of the shares, each participating Stockholder shall be entitled to purchase a pro rata portion of the shares which the non-purchasing Stockholder elected not to purchase. Such right of over-allotment shall be exercised with respect to any non-purchasing Stockholder by giving written notice to the Selling Stockholder within five (5) days from the date of the non-purchasing Stockholder's failure to exercise its rights hereunder.
Sample 1
AutoNDA by SimpleDocs
Stockholders' Right to Purchase. In the event the corporation or its assignee or assignees do not elect to acquire all of the shares specified in the First Refusal Notice, the Secretary of the corporation shall, within fifteen (15) business days of receipt of the First Refusal Notice, give written notice thereof to the stockholders of the corporation, other than the selling stockholder and other than the holders of 12% Preferred Stock. Said written notice shall state the number of shares that the corporation has elected to purchase and that the balance of the shares covered by the First Refusal Notice are available for purchase. Each of such other stockholders shall have the right to purchase that proportion of the shares available for purchase as the number of shares of Common Stock owned by each of said other stockholders bears to the total issued and outstanding shares of the Corporation, excepting those shares owned by the selling stockholder and excepting the shares of 12% Preferred Stock. For purposes of the foregoing sentence, all shares of the corporation’s capital stock that are convertible into Common Stock (other than the shares issuable from time to time upon an option held by W. R. Grace & Co. to purchase up to 3,070,430 shares of the corporation’s Common Stock) shall be deemed to equal that number of shares of Common Stock into which such convertible securities are then convertible. A stockholder electing to exercise such right to purchase shall, within ten (10) business days after mailing of the corporation’s notice, give written notice to the corporation specifying the number of shares such stockholder will purchase. Within such ten-day period, each of said other stockholders shall also give written notice stating how many additional shares such stockholder will purchase (including such additional number of shares as such stockholder wishes to purchase in the event that the number of shares available for purchase exceeds his pro rata allotment) if additional shares are made available. Failure to respond in writing within said ten-day period to the notice given by the Secretary of the corporation shall be deemed a rejection of such stockholder’s right to acquire a proportionate part of the shares of the selling stockholder. In the event one or more stockholders do not elect to acquire the shares availabe to them, said shares shall be allocated on a pro rata basis to the stockholders who requested shares in addition to their pro rata allotment.
Sample 1
Stockholders' Right to Purchase. If the Corporation does not elect, as provided in Paragraph 5.1, to purchase all of the Offered Shares, then each of the other Stockholders shall have the second right and option, but not the obligation, to purchase from the Offering Stockholder that part of the Offered Shares that the Corporation has not elected to purchase at a price and upon the same terms and conditions as specified in the boa fide offering enclosed with the Notice. Such second option by the other Stockholders shall be in the proportion that the number of Shares owned by all of the non-offering Stockholders, with successive proration among those other Stockholders desiring to exercise the second option, or in such different proportions as the other Stockholders desiring to exercise the second option may agree among themselves. Each Stockholder who elects to purchase Offered Shares as provided in this Paragraph 5.2 shall give written notice of such election to the Offering Stockholder and to the other Stockholders within sixty (60) days after the receipt of the Notice by the Corporation. Each such notice shall specify the number of Offered Shares which the Stockholder giving the notice elects to purchase.
Sample 1

Related to Stockholders' Right to Purchase

  • Stockholder's Rights A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • Shareholders Rights Plan No claim will be made or enforced by the Company or, to the knowledge of the Company, any other Person that any Purchaser is an "Acquiring Person" under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

  • Right to Purchase The right of the Seller to purchase all of the Mortgage Loans pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans being less than $50,023,418.44 (10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

  • Company Right to Purchase For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

  • Shareholders' Right to Inspect Shareholder List One or more Persons who together and for at least six months have been Shareholders of at least five percent (5%) of the Outstanding Shares of any Class may present to any officer or resident agent of the Trust a written request for a list of its Shareholders. Within twenty (20) days after such request is made, the Trust shall prepare and have available on file at its principal office a list verified under oath by one of its officers or its transfer agent or registrar which sets forth the name and address of each Shareholder and the number of Shares of each Portfolio and Class which the Shareholder holds. The rights provided for herein shall not extend to any Person who is a beneficial owner but not also a record owner of Shares of the Trust.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Disposition of Warrantholder's Rights In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

  • Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!