INVESTORS' RIGHT TO PURCHASE Sample Clauses

INVESTORS' RIGHT TO PURCHASE. (a) If the Company does not purchase all of the Co-Sale Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Investors shall then have the right, exercisable upon written notice to the Selling Stockholder within thirty (30) days of the date of the Stockholder Notice described in Section 2.1 (the "Investors' Notice") to purchase all but not less than all of the shares of Co-Sale Stock not purchased by the Company pursuant to Section 2.2 subject to the Stockholder Notice on the same terms and conditions. The Selling Stockholder and the Investors shall mutually agree upon a date for closing at the offices of the Company on the first business day at least ten (10) days and no more than thirty (30) days after the date the Investors shall deliver the Investors' Notice to the Selling Stockholder. At the closing, the Investors will deliver to the Selling Stockholder a certified or bank check or wire transfer for the amount of payment for the shares of Co-Sale Stock being purchased against receipt of certificates representing such Co-Sale Stock duly endorsed to transfer good and marketable title to the Investor(s) free and clear of all liens or encumbrances.
Sample 1
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INVESTORS' RIGHT TO PURCHASE. (a) In the event or to the extent the Company does not exercise its Right of First Refusal, as the case may be, each Investor shall have the right, upon notice to the Holder at any time 56 within 30 days after receipt of the Transfer Notice, to purchase its Pro Rata Share of all, but not less than all, of such shares not purchased by the Company at the Offered Price and upon the same terms (or terms as similar as reasonably possible) upon which the Holder is proposing or is to dispose of such shares (the "Purchase Right"), and the Holder shall sell such shares to the Investors pursuant to such terms. "Pro Rata Share" for the purposes of this Section 2.6 shall mean the ratio the number of shares of Common Stock (on an as-converted basis) held by such Investor (which shall be deemed to include, for purposes of this Section 2.6, the shares of Common Stock issuable on the conversion of any shares of Preferred Stock that such Investors, pursuant to a Purchase Agreement, has the right to receive from the Company or obligation to purchase from the Company, subject to the satisfaction of certain conditions by the Company) bears to the total number of shares of Common Stock (on an as-converted basis) held by all Investors; provided, that, if Holder proposing to transfer such shares of Common Stock or Preferred Stock is an Investor, such Pro Rata Share shall mean the ratio of the number of shares of Common Stock (on an as-converted basis) held by such Investor bears to the total number of Common Stock (on an as-converted basis) held by all Investors other than such Holders.
Sample 1
INVESTORS' RIGHT TO PURCHASE. (a) In the event or to the extent the Company does not exercise its Right of First Refusal, as the case may be, each Investor shall have the right, upon notice to the Founder at any time within twenty-one (21) days after receipt of the Transfer Notice (the "PURCHASE RIGHT PERIOD"), to purchase its Pro Rata Share of all, but not less than all, of such Offered Securities not purchased by the Company at the Offered Price and upon the same terms (or terms as similar as reasonably possible) upon which the Founder is proposing or is to dispose of such Offered Securities (the "PURCHASE RIGHT"), and the Founder shall sell such Offered Securities to the Investors pursuant to such terms. "
Sample 1

Related to INVESTORS' RIGHT TO PURCHASE

  • Right to Purchase Section 11.23

  • Investors’ Rights Agreement Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

  • Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • TEACHERS’ RIGHTS A. Pursuant to the Public Employment Relations Act, the Board hereby agrees that every teacher as defined in Article I, Section A of this Agreement, shall have the right freely to organize, join and support the Association for the purpose of engaging in collective bargaining or negotiation and other concerted activities for mutual aid and protection, or choose not to join and support the association. As a duly elected body exercising governmental power under color of law of the State of Michigan, the Board undertakes and agrees that it will not directly or indirectly discourage any teacher in the employment of any rights conferred by the Public Employment Relations Act or other laws of Michigan and the United States; that it will not discriminate against any teacher with respect to hours, wages, or any terms or conditions of employment by reason of membership in the Association or collective professional negotiations with the Board or institution of any grievance, complaint or proceeding under this Agreement, or otherwise with respect to any terms or conditions of employment.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on September 28, 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $533,807,743, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the date hereof (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

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