Modification of Rights upon Exercise of Contingent Purchase Right Sample Clauses

Modification of Rights upon Exercise of Contingent Purchase Right. In the event it is determined that the issuance of Common Stock upon the exercise of the Contingent Purchase Right (whether arising from one or more Covered Transactions or one or more Cash Out Transactions) would result in the Investor receiving a number of shares of Common Stock that would require the Company to seek stockholder approval under the NASDAQ Stock Market Rules then, immediately following such determination, and without any action on the part of the Company or the Investor, the Contingent Purchase Right shall be modified such that, upon exercise of the Contingent Purchase Right, the Company shall first have an obligation to issue to the Investor the maximum number of shares of Common Stock at par value which will continue to not require the Company to obtain stockholder approval for the issuance, and the Company shall then be obligated to issue shares of Non-Convertible Preferred Stock (as defined in Section 3.1(h)) (in lieu of Common Stock) at par value in respect of the remaining shares of Common Stock that are covered by the Contingent Purchase Right based on the following formula. The number of shares of Non-Convertible Preferred Stock to be issued upon the exercise of the Contingent Purchase Right shall be equal to the difference between (x) the total number of shares of Common Stock covered by the Contingent Purchase Right for the particular Covered Transaction or Cash Out Transaction, as applicable, and (y) the amount of shares of Common Stock previously issued in respect of the exercise of such Contingent Purchase Right for the particular Covered Transaction or Cash Out Transaction, if any, divided by 100 and then rounded down to the nearest whole share. In lieu of issuing any fractional share of Non-Convertible Preferred Stock that the Investor would otherwise be entitled to receive had the number of shares not been rounded down as a result of the previous sentence, the Investor shall be entitled to receive from the Company an amount in cash (rounded to the nearest cent) determined by multiplying (x) the average (rounded to the nearest tenth of a cent) of the closing sale prices of the Common Stock on the NASDAQ Stock Market for the three trading days immediately following the date of exercise of the Contingent Purchase Right relating to the applicable Covered Transaction or Cash Out Transaction, by (y) the fraction of a share, by (z) 100. The cash payment shall be made to the Investor within 10 days following the determination date....
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Related to Modification of Rights upon Exercise of Contingent Purchase Right

  • Exercise of Rights; Tender Offers Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall promptly notify each applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Non-Exercise of Rights 31.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (and the Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by TransAlta or any of its Subsidiaries shall be void.

  • Exercise of Rights; Purchase Price Expiration Date of ------------------------------------------------------ Rights. ------

  • 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.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Reservation of Stock, Etc., Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

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