Company's Obligation to Repurchase Warrants Sample Clauses

Company's Obligation to Repurchase Warrants. Upon written notice from the holder of a Warrant, from time to time, and at any time during the Repurchase Period, the Company shall, within sixty (60) days after the date designated in such notice, repurchase from such holder all or the portion of the Warrants designated in such notice for an amount determined by multiplying (a) the Repurchase Price per share of Common Stock as of the date of such notice, less the Exercise Price per share in effect on such date, by (b) the number of Issuable Warrant Shares as of such date that are designated for repurchase in such notice. Upon such date designated for the repurchase of Warrants pursuant to this Section 7.1, the holder of each such Warrant shall surrender the Warrant to the Company, without being required to make any representation or warranty (other than that the holder has good and valid title to the Warrant free and clear of liens, claims, encumbrances and restrictions of any kind), against payment therefor by (at the option of the holder) (i) wire transfer to an account in a bank located in the United States designated by such holder of the Warrant for such purposes or (ii) delivery of a certified or official bank check. If less than all of the Warrants are being repurchased, the Company shall cancel the Warrants and issue in the name of, and deliver to, the holders new Warrants for the portion of the Issuable Warrant Shares not being repurchased. Notwithstanding anything to the contrary contained herein, the Company (i) shall not have any obligation to repurchase all or any portion of the Issued Warrant Shares; (ii) subject to the provisions of Section 5.2 shall not have any obligation to repurchase all or any portion of the Warrants during any Suspense Period commenced before the receipt by the Company of the written notice described in the first sentence of this Section 7.1; provided, however, there shall not be two consecutive Suspense Periods nor shall there be more than two Suspense Periods in any period of eighteen (18) consecutive calendar months; and (iii) shall not have any obligation to repurchase any portion of the Warrants or Issuable Warrant Shares if the Company is, in the good faith and reasonable sole discretion of the Company's board of directors, legally prohibited from repurchasing such Warrants or Issuable Warrant Shares; and in the event of such legal prohibition, the holder's right to have such Warrants or Issuable Warrant Shares repurchased shall be extended until such time as t...
Sample 1
AutoNDA by SimpleDocs
Company's Obligation to Repurchase Warrants. If, at any time prior to January 31, 2001, the Company shall prepay the entire Tranche C Loans (as defined in the Loan Agreement), including any applicable interest and fees (including, without limitation, any applicable prepayment fees) owing in connection therewith, then the Company shall repurchase from each Holder such Holder's pro rata share of 300,000 Warrants, in the manner set forth in Section 12.2 below, for an amount equal to $0.001 per Warrant; provided, however, that nothing herein shall preclude the exercise by such Holder of any portion of such Warrant exercisable at any time prior to such repurchase.
Sample 1
Company's Obligation to Repurchase Warrants. Upon receipt of ------------------------------------------- written notice from the Holder of the Warrants at any time during the Repurchase Period (the "PUT NOTICE"), the Company shall, within sixty (60) days of the date designated in such Put Notice, repurchase from such Holder all or any portion of the Warrants for an amount determined by multiplying (a) the Repurchase Price per share of Common Stock as of the date specified in such notice less the Exercise
Sample 1
Company's Obligation to Repurchase Warrants. Upon the occurrence of (a) a Change in Control (as defined in the Loan Agreement) or (b) a termination of the Loan Agreement in accordance with subsection 2.8(b) thereof, or at any time within 30 days prior to the Expiration Date, a Holder shall have the right, upon written notice to the Company, and without payment of any amounts by the Holder (including, without limitation, the Warrant Price) to require the Company to repurchase from such Holder, on the 10th day following delivery of such notice (or, if such day is not a Business Day, the next succeeding Business Day) and in the manner set forth in Section 12.2 below, each Warrant then held by such Holder for an amount equal to $0.75 (the "Repurchase Price"); PROVIDED, HOWEVER, that nothing herein shall preclude the exercise by such Holder of any portion of such Warrant exercisable at any time prior to such repurchase.
Sample 1

Related to Company's Obligation to Repurchase Warrants

  • Conditions to the Company’s Obligation to Sell The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Termination of Company's Obligations This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:

  • CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:

  • Company’s Obligation to Pay Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.

  • The Company’s Obligations 3.1 The Company undertakes that it shall:

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • Conditions to Investor’s Obligation to Purchase The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

Time is Money Join Law Insider Premium to draft better contracts faster.