Common use of TIME AND MANNER OF EXERCISE Clause in Contracts

TIME AND MANNER OF EXERCISE. If any of the Investors desires to accept the offer contained in the Co-Sale Notice, such Investor shall notify the Selling Stockholder in writing within twenty (20) days after receipt of the Co-Sale Notice. If none of the Investors shall have so accepted such offer in writing, the Investors shall be deemed to have waived all of their rights with respect to the Proposed Sale, and the Selling Stockholder shall thereafter be free to sell the Restricted Shares specified in the Co-Sale Notice pursuant to the Proposed Sale. Any acceptance by any Investor of the offer contained in the Co-Sale Notice shall be irrevocable except as hereinafter provided. Each Investor who has elected to participate in such Proposed Sale shall be entitled to sell in the Proposed Sale, on the same terms and conditions as the Selling Stockholder, such number of its Co-Sale Shares equal to the proportion (rounded to the nearest whole share) of all shares to be included in the Proposed Sale equal to a fraction, the numerator of which is the total number of Co-Sale Shares of Investors who notified the Restricted Stockholder of their interest in exercising co-sale rights as contemplated by Section 2.1.4 (on an as converted/exercised basis) immediately before the Proposed Sale and the denominator of which is the sum of the total number of Restricted Shares immediately before the Proposed Sale plus the total number of Co-Sale Shares (on an as converted/exercised basis) immediately before the Proposed Sale.

Appears in 1 contract

Samples: Merger Agreement (Medical Industries of America Inc)

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TIME AND MANNER OF EXERCISE. If any of the Investors desires to accept the offer contained in the Co-Sale Notice, such Investor shall notify the Selling Stockholder in writing within twenty (20) 20 days after receipt of the Co-Sale Notice. If none of the Investors shall have has so accepted such offer in writing, the Investors they shall be deemed to have waived all of their rights with respect to the Proposed Sale, and the Selling Stockholder shall thereafter be free to sell the Restricted Shares specified in the Co-Sale Notice pursuant to the Proposed Sale. Any acceptance by any Investor of the offer contained in the Co-Sale Notice shall be irrevocable except as hereinafter provided. Each Investor who has elected to participate in such Proposed Sale shall be entitled to sell in the Proposed Sale, on the same terms and conditions as the Selling Stockholder, such number of its Co-Sale Shares equal to the proportion (rounded to the nearest whole share) of all shares to be included in the Proposed Sale equal to a fraction, the numerator of which is the total number of Co-Sale Shares of Investors who notified the Restricted Stockholder of their interest in exercising co-sale rights as contemplated by Section 2.1.4 (on an as converted/exercised basis) immediately before the Proposed Sale and the denominator of which is the sum of the total number of Restricted Shares immediately before the Proposed Sale plus the total number of such Co-Sale Shares (on an as converted/exercised basis) immediately before the Proposed Sale.

Appears in 1 contract

Samples: Stockholders' Agreement (Physician Health Corp)

TIME AND MANNER OF EXERCISE. If any of the Investors desires to accept the offer contained in the CoTag-Sale Along Notice, such Investor shall notify the Selling Stockholder in writing within twenty (20) 20 days after receipt of the CoTag-Sale Along Notice. If none of the Investors shall have has so accepted such offer in writing, the Investors they shall be deemed to have waived all of their rights with respect to the Proposed Sale, and the Selling Stockholder shall thereafter be free to sell the Restricted Shares specified in the CoTag-Sale Along Notice pursuant to the Proposed Sale. Any acceptance by any Investor of the offer contained in the CoTag-Sale Along Notice shall be irrevocable except as hereinafter provided. Each Investor who has elected to participate in such Proposed Sale shall be entitled to sell in the Proposed Sale, on the same terms and conditions as the Selling Stockholder, such number of its CoTag-Sale Along Shares equal to the proportion (rounded to the nearest whole share) of all shares to be included in the Proposed Sale equal to a fraction, the numerator of which is the total number of CoTag-Sale Along Shares of Investors who notified the Restricted Stockholder of their interest in exercising cotag-sale along rights as contemplated by Section 2.1.4 2.1.3 (on an as converted/exercised converted basis) immediately before the Proposed Sale and the denominator of which is the sum of the total number of Restricted Shares immediately before to be sold pursuant to the Proposed Sale plus the total number of Cosuch Tag-Sale Along Shares (on an as converted/exercised converted basis) immediately before the Proposed Sale).

Appears in 1 contract

Samples: Tag Along, Transfer Restriction and Voting Agreement (O Ray Holdings Inc)

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TIME AND MANNER OF EXERCISE. If any of the Investors or Other Stockholders desires to accept the offer contained in the CoTag-Sale Along Notice, such Investor he or it shall notify the Selling Stockholder in writing within twenty (20) 20 days after receipt of the CoTag-Sale Along Notice. If none of the Investors shall have so an Investor or Other Stockholder has not accepted such offer in writing, the Investors he or it shall be deemed to have waived all of their rights with respect to the Proposed Sale, and the Selling Stockholder shall thereafter be free to sell the Restricted Shares specified in the Co-Sale Notice pursuant to the Proposed Sale. Any acceptance by any Investor of the offer contained in the CoTag-Sale Along Notice shall be irrevocable except as hereinafter provided. Each Investor and Selling Stockholder who has elected to participate in such Proposed Sale shall be entitled to sell in the Proposed Sale, on the same terms and conditions as the Selling StockholderStockholder (treating any Shares that are Preferred Stock and Warrants as if they had been converted into or exercised for Common Stock), such number of its Co-Sale Shares equal to the proportion number (rounded to the nearest whole share) of all shares Shares to be included in the Proposed Sale equal to times a fraction, the numerator of which is the total number of Co-Sale Shares of Investors who notified the Restricted held by such Investor or Other Stockholder of their interest in exercising co-sale rights as contemplated by Section 2.1.4 (on an as converted/as-converted or as-exercised basis) immediately before the Proposed Sale and the denominator of which is the sum of the total number of Restricted Shares immediately before the Proposed Sale held by all Investors and Selling Stockholders who exercised their rights under this Section 3 plus the total number of Co-Sale Shares (on an as converted/exercised basis) held by the Selling Stockholder immediately before the Proposed Sale.

Appears in 1 contract

Samples: Stockholders Agreement (Casella Waste Systems Inc)

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