Certain Purchase Rights Sample Clauses

Certain Purchase Rights. If the Company proposes directly or ----------------------- indirectly to issue, sell, or grant (collectively, an "issuance") any equity -------- securities or any securities convertible into or exchangeable for equity securities, other than pursuant to the Company's IPO or any subsequent registered public offering (collectively, the "New Securities"), then the -------------- Company shall, no later than 45 calendar days prior to the consummation of such issuance, give written notice to each of the Investors of such proposed issuance (the "Notice of Issuance"). Such Notice of Issuance shall describe the proposed issuance, and contain an offer to each such Investor (other than the proposed purchasers) that in the reasonable judgment of the Company is an Accredited Investor, or who can provide the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the New Securities may be sold to such Investor without registration under the Act or any state securities or "blue sky" laws (each an "Accredited Offeree") to sell to such ------------------ Accredited Offeree, at the same price and for the same consideration to be paid by the proposed purchasers, such Accredited Offerees pro rata portion (which shall be a percentage, determined immediately prior to such proposed issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Accredited Offeree, provided, however, that if the use of proceeds of such New -------- ------- Securities issuance shall include the repurchase of Common Stock, then such percentage shall be calculated assuming the consummation of such repurchase of the New Securities to be sold. Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Accredited Offeree who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Accredited Offeree fails to accept such offer by written notice within 30 calendar days after its receipt of the Notice of Issuance, the Company may proceed with such proposed issuance, free of any right on the part of such Accredited Offeree under this Section 2.1
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Certain Purchase Rights. If the Company proposes to issue, sell, or ----------------------- grant (collectively, an "issuance") any equity securities or any securities -------- convertible into or exchangeable for equity securities (collectively, the "New --- Securities"), then the Company shall, no later than ten (10) business days prior ---------- to the consummation of such issuance, give written notice to each of the Stockholders of such issuance (the "Notice of Issuance"). Such Notice of ------------------ Issuance shall describe such issuance, and contain an offer to each such Stockholder to sell to such Stockholder, at the same price and for the same consideration to be paid by the proposed purchasers, such Stockholder's pro rata portion (which shall be a percentage, determined immediately prior to such issuance, equal to the percentage of the Fully-Diluted Common Stock held by such Stockholder). Subject to the foregoing, if Common Stock is being issued with other securities as a unit, each Stockholder who desires to accept such offer must purchase such unit in order for such acceptance to be valid. If any such Stockholder fails to accept such offer by
Sample 1
Certain Purchase Rights. In connection with the Company’s initial firm commitment underwritten public offering which causes automatic conversion of all of the Company’s Preferred Stock to Common Stock under the Company’s certificate of incorporation that occurs after 12 months from the date of the final closing of the sale of Series GG Preferred (a “Qualified Public Offering”), the Company shall use its best efforts to cause the managing underwriter or underwriters of such Qualified Public Offering to establish a program (the “Program”) whereby such managing underwriter or underwriters give to interested Investors then holding at least 166,666 shares (appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events) of any of the Company’s Series AA Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred or Series GG Preferred (or Common Stock issued or issuable upon conversion of Series AA Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred, or a combination thereof) (each, a “Large Holder” and together, the “Large Holders”) priority, as described herein, with respect to the purchase of shares of the Company’s Common Stock available for sale pursuant to the Program. Subject to the terms hereof, the aggregate number of shares of Common Stock available for sale pursuant to the Program (the “Program Shares”) shall be equal to the lesser of (i) the number of shares of Common Stock valued at $10,000,000 at the price per share to the public on the final prospectus related to the Qualified Public Offering or (ii) the number of shares equal to twenty percent (20%) of the shares issued in the Qualified Public Offering, excluding any shares issued in an over allotment.
Sample 1
Certain Purchase Rights. (a) If a Trigger Event (except a Trigger Event pursuant to Sections 8.1(c), 8.1(g) or 8.1(o), in each case only where the Limited Partnership Interest of the relevant Limited Partner has not been purchased in accordance with this Section 8.4) has occurred and is continuing, the General Partners (or such other Person as may be designated by a General Partner) shall have the right, exercisable in accordance with this Section 8.4, to purchase all, but not less than all, of the Limited Partnership Interests from both Limited Partners.
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Certain Purchase Rights 
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Related to Certain Purchase Rights

  • Repurchase Rights ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.

  • Purchase Rights In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Purchase Right Without prejudice to the enforcement of the Senior Secured Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of all Senior Obligations in accordance with the terms of the Senior Debt Documents or (b) the commencement of an Insolvency Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest and fees, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Senior Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request. If one or more of the Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Junior Priority Representative. If none of the Junior Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:

  • 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.

  • Repurchase Right In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Preferential Purchase Rights Within five days of the date of this Agreement, Seller shall notify all Persons who hold Preferential Purchase Rights relating to any Acquired Assets, such Preferential Purchase Rights and Acquired Assets being listed on Schedule 5.10, offering to allow such Persons to exercise their Preferential Purchase Right as to the Acquired Assets subject to such Preferential Purchase Rights, for the price set forth on Schedule 5.10. If such Person elects to exercise a Preferential Purchase Right, the Acquired Assets subject to such Preferred Purchase Rights shall be deemed to have suffered a Total Loss pursuant to Section 2.5(c). If any such Person elects to exercise a Preferential Purchase Right for such Acquired Assets, and this Agreement is not terminated in accordance with Section 12.1 hereof, then the Acquired Assets subject to such Preferential Purchase Right shall not be included in the Acquired Assets assigned and conveyed at Closing, and the Purchase Price paid at Closing shall be adjusted as set forth in Section 2.7. If the Person holding a Preferential Purchase Right for an Acquired Asset does not elect to exercise such Preferential Purchase Right, then the Acquired Assets subject to such Preferential Purchase Right shall be included within the Acquired Assets, and the Purchase Price shall not be so adjusted.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

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