Optional Purchase Notice definition

Optional Purchase Notice means a written notice to the Investor setting forth the Investment Amount that the Company intends to sell to the Investor.
Optional Purchase Notice has the meaning set forth in Section 3.2.
Optional Purchase Notice. See Section 2.5.

Examples of Optional Purchase Notice in a sentence

  • The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

  • An Optional Purchase Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading Day or at any time on a day which is not a Trading Day.

  • Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article III hereof), on any Optional Purchase Date the Company may exercise a Put by the delivery of an Optional Purchase Notice.

  • No Optional Purchase Notice may be deemed delivered on a day that is not a Trading Day.

  • The number of Put Shares that the Investor shall receive pursuant to such Put shall be determined by dividing the relevant portions of the Investment Amount specified in the Optional Purchase Notice by the corresponding Purchase Prices for each Trading Day during the Valuation Period.

  • If an Optional Purchase Notice shall have been delivered in good faith without knowledge by the Company that an opinion of independent counsel can not be delivered as required, at the option of the Investor, either the applicable Closing Date shall automatically be postponed for a period of up to five (5) Trading Days until such an opinion is delivered to the Investor, or such Closing shall otherwise be canceled.

  • The Investor shall deliver to escrow the Investment Amount specified in the Optional Purchase Notice by wire transfer of immediately available funds to an account designated by the Company on or before the Closing Date.

  • The Company shall have caused to be delivered to the Investor, within five (5) Trading Days of the effective date of the Registration Statement, an opinion of the Company's independent counsel in the form of Exhibit B hereto, addressed to the Investor; provided, however, that in the event that such an opinion cannot be delivered by the Company's independent counsel to the Investor, the Company shall promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice.

  • The Optional Purchase Notice shall state the commencement date of the Valuation Period.

  • So long as the Optional Purchase Condition for Common Units and Listed Shares exists on the date of the Optional Purchase Notice for Common Units and Listed Shares, the Purchaser may purchase such Listed Shares pursuant to these Optional Purchase provisions, whether or not the Optional Purchase Condition for Common Units and Listed Shares continues to exist on the Optional Purchase Date.


More Definitions of Optional Purchase Notice

Optional Purchase Notice. See Section 2.5(a).
Optional Purchase Notice has the meaning set forth in Section 3.02. "OPTIONAL PURCHASE NOTICE FOR COMMON UNITS AND LISTED SHARES" has the meaning set forth in Section 4.02. "OPTIONAL PURCHASE PRICE FOR COMMON UNITS AND LISTED SHARES" means a price which is equal to the greatest of: (a) the Average Market Price for the Common Units for the 20 consecutive Trading Day period ending on the fifth Trading Day prior to the Notice Date, (b) the highest price the Purchaser or its Affiliates paid for Common Units during the 90 calendar day period ending on the day prior to the Notice Date, (c) the Average Market Price for the Listed Shares for the 20 consecutive Trading Day period ending on the fifth Trading Day prior to the Notice Date, and (d) the highest price the Purchaser or its Affiliates paid for Listed Shares (other than pursuant to these Purchase Provisions) during the 90 calendar day period ending on the day prior to the Notice Date. To the extent that the price paid for Listed Shares or Common Units in clauses (b) or (d) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (b) or (d) is paid other than in cash or securities, the value of such the other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be as determined by the Board of Directors of the Purchaser.
Optional Purchase Notice has the meaning specified in Section 2.1(a) of this Agreement.
Optional Purchase Notice shall have the meaning set forth in Section 2.5(c) hereof.