Failure to Purchase. In the event that the Investor fails to exercise its subscription rights provided in this Article V within the applicable period or, if so exercised, the Investor is unable to consummate such purchase within the time period specified in Section 5.3 above because of its failure to obtain any required regulatory or stockholder consent or approval or because of the failure to purchase any or all of the Covered Securities contemplated to be purchased by the election notice, the Company shall thereafter be entitled during the period of 60 days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of the Covered Securities covered thereby shall be consummated, if at all, within 30 days from the date of said agreement) to sell the Covered Securities not elected to be purchased pursuant to this Article V or which the Investor is unable to purchase because of such failure to obtain any such consent or approval or otherwise fails to purchase, at a price and upon terms no more favorable to the purchasers of such securities in the Private Placement, the underwritten public offering or Rule 144A offering, as the case may be, than were specified in the Company’s notice to the Investor. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 90 days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Covered Securities or entered into an agreement to sell the Covered Securities within said 60-day period (or sold and issued Covered Securities in accordance with the foregoing within thirty (30) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 90 days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such Covered Securities without first offering such securities to the Investor in the manner provided above.
Failure to Purchase. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in this Section 4, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.3, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 4.
Failure to Purchase. If Tenant shall give the Notice of Exercise ------------------- to Landlord and thereafter shall fail to purchase the Property in accordance with the terms of this Article XXIX, paragraph 2, this Lease shall remain in full force and effect. If such failure by Tenant occurs despite the fulfillment of all conditions to closing for Tenant's benefit contained in this Article XXIX, Xxxxxxxxx 0, Xxxxxx shall be liable to Landlord for all damage incurred by Landlord as the result of Tenant's failure to so purchase the Property; and Tenant shall deliver to Landlord at no charge copies of all surveys, tests, investigations, studies, reports and analyses performed by Tenant or its employees, contractors, consultants, servants and agents in connection with Tenant's investigation of the Property. If Landlord fails to sell the Property to Tenant despite the fulfillment of all conditions to closing for Landlord's benefit contained in this Article XXIX, paragraph 3, Landlord shall be liable to Tenant for all damage incurred by Tenant as the result of Landlord's failure to so sell the Property, or Tenant may pursue specific performance of its Purchase Option.
Failure to Purchase. In the event the Corporation is not legally able to purchase or does not purchase all or part of said shares and the remaining Shareholder fails or refuses to purchase all or the balance of such shares as hereinabove provided, and such failure or refusal continues for a period of ten (10) days after the original written notice of offer to sell, then the parties do hereby agree that the Corporation shall and will be liquidated and dissolved forthwith, that all salaries of all Shareholders, Officers and Directors shall immediately cease, and the net proceeds of liquidation shall be distributed to each shareholder pro rata to his interest in the Corporation.
Failure to Purchase. Each of the Purchaser and the Company understands and agrees that in the event that the Purchaser fails to purchase the Co-Investment Units in accordance with, and subject to, the terms of this Agreement, without any further action required by any party, by its failure to purchase the Co-Investment Units the Purchaser shall have forfeited to the Company, and the Company shall have accepted from the Purchaser, at no cost to the Company, all shares of Common Stock, and all warrants (including any warrants purchased in a private placement immediately prior to the completion of the Initial Public Offering), held by the Purchaser prior to the completion of the Initial Public Offering. For purposes of this Section 5(A), the term Purchaser shall include the Purchaser’s permitted transferees (as applicable).
Failure to Purchase. In the event the option to purchase is not exercised by the Company or the remaining Members as provided above, the assignees of the executor, administrator, or personal representative of the deceased Member shall not be entitled to become substituted Members and shall have only the right to receive the income and distributions to which the deceased Member would otherwise have been entitled.
Failure to Purchase. Each of Sponsor and the Company understands and agrees that in the event that Buyer, or a Permitted Assignee of Buyer, fails to purchase the Securities in accordance with, and subject to, the terms of this Agreement, the Company will purchase, and the Sponsor will sell, for an aggregate purchase price of $1000, all of the founder's units (as defined in the Company's Registration Statement on Form S-1, File No. 333-143747, relating to its initial public offering) held by the Sponsor as of the date hereof (after giving effect to (i) a 1.5-for-1 stock split in July 2007, (ii) the transfer of an aggregate of 230,000 founder's units to certain director nominees of the Company, and (iii) any forfeiture of founder's units as a result of the failure of the underwriters in the Company's initial public offering to exercise their over-allotment option).
Failure to Purchase. If CSI fails to submit purchase orders in the amount of a binding forecast, FRESENIUS shall have the right to demand compensation from CST in the amount provided for in Part C.6 of the Product Schedule.
Failure to Purchase. If Bioventus does not provide Firm Orders for Month 4 or Month 5 that are equal to at least [***] percent ([***]%) of the quantities of Licensed Product set forth in the most recent Forecast for such months, Q-Med may nonetheless ship, and Bioventus shall pay for, up to [***] percent ([***]%) of such quantities of Licensed Product, taking into account any Firm Orders actually placed by Bioventus for such months.
Failure to Purchase. In the event PriceSmart fails to make payment to PSC on or before the Payment Deadline, PSC shall be entitled to, and PriceSmart shall pay to PSC, interest on the Purchase Price due on such Payment Date from and including the Business Day following the related Payment Date to and including the date of payment of such Purchase Price and interest. Such interest on any late payment shall accrue at the lesser of (a) a per annum rate equal to fifteen (15) percentage points or (b) the maximum amount permitted by applicable law.
