Electing Purchasers definition
Examples of Electing Purchasers in a sentence
Each Purchaser that fully exercised its Series B Common Warrants shall have five (5) Trading Days following receipt of the Non-Exercise Notice or the Termination Date (if later) to notify the Holder and the Company of its election to request the Holder to transfer to such Purchaser its pro rata portion of the unexercised portion of this Warrant (an “Electing Purchaser”), based on the aggregate Subscription Amount of all such Electing Purchasers (the “Pro Rata Portion”).
The Electing Purchasers, collectively, may not purchase less than all of the Offered Interest.
Unless the Electing Purchasers and Selling Holder shall mutually agree upon the value for the Offered Interest, the value of the Offered Interest shall be determined by appraisal hereunder.
The appraised value of the Offered Interest shall be determined within thirty (30) days after selection, by a single independent appraiser selected by agreement between the Electing Purchasers and Selling Holder (or its estate or representative) and such appraiser in turn may rely on other experts.
If the Holder fails to surrender to the Company and transfer this Warrant to the Electing Purchasers, then the Company shall cancel this Warrant on the Company’s warrant register, and shall issue replacement warrants to such Electing Purchasers.
At any time during or following the determination of the value of the Offered Interest by any appraiser, the Electing Purchasers may elect to terminate their exercise of the option to purchase the Offered Interest, but in that case, the Electing Purchasers shall pay the fees and expenses of the appraiser selected by the Selling Holder and Third Appraiser, as well as its own appraiser.
Any Subject Shares that remain following such procedure shall be offered and allocated to Electing Purchasers to the extent they express (or in the Election Notice expressed) a willingness to purchase additional Subject Shares (and, in the case of over-subscription for such additional Subject Shares, shall be allocated among Electing Purchasers in such manner as they may agree, or absent agreement pro rated in accordance with their respective ownership of Common Shares).
Any Non-Electing Purchaser that provides such notice (a “Tag Along Purchaser” and, together with any Electing Purchasers, “Participating Purchasers”) shall purchase a dollar value of Private Placement Stock equal to each such Purchaser’s Commitment Amount set forth opposite such Purchaser’s name on Exhibit A hereto at a per share purchase price equal to the Elective Purchase Price.
The closing of the sale of the Offered Interest to the Electing Purchasers shall take place at the principal place of business of the Company ten (10) days after the end of the Option Period (or, if such day is not a Business Day, the following Business Day), or at such other place and time as agreed to by the Selling Holder and the Electing Purchasers.
If the purchase option under this Article V is not exercised within the Option Period as to all of the Offered Interest, or if the Electing Purchasers default on their obligation to purchase all of the Offered Interest, the Selling Holder shall not otherwise sell or transfer any of the Offered Interest to any Person without again complying with the terms of this Agreement.