Option based on Purchase Offer for Assets Sample Clauses

Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of the Company's assets or stock, as applicable, a fraction, the numerator of which is the market value of all of the Company's assets or stock, as applicable, as determined by the Board of Directors of the Company, which number shall in no event be less than the total consideration offered under the Offer, and the denominator of which is the total consideration offered under the Offer, by (ii) the percentage ownership of the Common Stock of the Company represented by this Warrant and the Shares of Common Stock issued pursuant hereto that the Holder wishes to require the Company to purchase under this Section 7(a) (expressed as a decimal and calculated on a fully diluted basis). The price to be paid to the Holder shall be reduced if the Holder has elected to require the Company to purchase any unissued Shares of Common Stock evidenced by this Warrant by an amount equal to (iii) the Exercise Price then in effect, multiplied by (iv) the number of unissued Shares of Common Stock evidenced by this Warrant that the Holder has elected to require the Company to purchase. Unless otherwise agreed to in writing by the Holder, the required purchase price shall be payable in cash within 60 days of the Company's receipt of notice of the Holder's election to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) under this Section 7(a). If at any time the Company has not paid the required purchase price after the Holder has exercised its option under this Section 7(a), the Holder, in addition to having the right to enforce the payment of such required purchase price, shall also have the right, if the Company shall after the receipt of such first Offer receive a later Offer that the Holder deems more favorable than such first Offer, to rescind its ele...
Sample 1
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Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of the Company's assets or stock, as applicable, a &action, the numerator of which is the market value of all of the Company's assets or stock, as applicable, as determined by the board of directors of the Company, which number shall in no event be less than the total consideration offered under the Offer, and the denominator of which is the total consideration offered under the Offer, by (ii) the percentage ownership of the Common Stock of the Company represented by this Warrant and the Shares of Common Stock issued pursuant hereto that the Holder wishes to require the Company to purchase under this Section 7(a) (expressed as a decimal and calculated on a fully diluted
Sample 1
Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of
Sample 1

Related to Option based on Purchase Offer for Assets

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares 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 on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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 shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • 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.

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