Remaining Securities Sample Clauses

Remaining Securities. If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 8.2 hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 8.2 hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused 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 Investor in accordance with this Section 8.
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Remaining Securities. Upon expiration of the Overallotment Periods, the Company shall have 90 days to sell all or any part of the remaining Overallotment Securities (the "REMAINING SECURITIES") to any other Person or Persons, upon terms and conditions in all material respects, including, without limitation, price, which are not materially more favorable, in the aggregate, to such other Person or Persons and not materially less favorable to the Company than those set forth in the Offer. Upon the closing of the sale to such other Person or Persons of all the Remaining Securities, which closing shall include full payment to the Company, (i) the Offerees shall purchase from the Company, and the Company shall sell to the Offerees, the Offered Securities with respect to which Notices of Acceptance were delivered to the Company by the Offerees for the price and at the terms specified in the Offer, and (ii) the Fully-Exercising Offerees shall purchase from the Company, and the Company shall sell to the Fully-Exercising Offerees, the Overallotment Securities.
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Remaining Securities. Upon the expiration of the Offering Period, the Company or its applicable Subsidiary shall notify each Preemptive Rights Holder that has elected to purchase securities pursuant to this Section 8.3 (such Preemptive Rights Holder, an “Electing Holder”) of any securities for which a Preemptive Rights Holder has elected not to purchase pursuant to its preemptive rights under this Section 8.3 (the “Remaining Securities”). Upon receipt of such notification, each Electing Holder shall have five business days to indicate to the Company or its applicable Subsidiary its intention to purchase such Electing Holder’s Pro Rata Portion (as defined below) of the Remaining Securities. To the extent that any Electing Holder does not exercise its right to purchase its Pro Rata Portion of the Remaining Securities, such securities shall be offered to those Electing Holders who purchased their Pro Rata Portion of the Remaining Securities pro rata in accordance with this Section 8.3(c) until there are no Remaining Securities or the
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Remaining Securities. (1) From the fourth (4th) anniversary of the Initial Closing Date until and including the tenth (10th) anniversary of the Initial Closing Date (the “Option Period”), (i) West/Delaware and West shall jointly, but not severally, have the option (but not the obligation) (the “Call Option”), exercisable in their sole discretion, and subject to the terms of this Agreement, to purchase, respectively, all, but not less than all, of the remaining equity interests in both the Company and Medimop USA (the “Remaining Securities,” and together with the Initial Purchased Securities, the “Purchased Securities,” which term as used in this Agreement also includes any securities issued or issuable with respect to the Purchased Securities by way of a share dividend, share split, combination or division of shares, recapitalization, merger, consolidation, reorganization or the like and any securities into which any of the Purchased Securities are converted or for which any of the Purchased Securities are exchanged) and (ii) Zinger shall have the option (but not the obligation) (the “Put Option”), exercisable in his sole discretion, and subject to the terms of this Agreement, to sell all, but not less than all, of the Remaining Securities to West/Delaware and West; provided, however, that the Call Option and Put Option, if not already exercisable during the Option Period, shall become exercisable at any time (i) following the termination for Cause (as defined in Zinger’s employment agreement, attached hereto as Exhibit B) or death of Zinger or (ii) in connection with a Change of Control of West. If West/Delaware and West elect to exercise their Call Option, then West/Delaware and West shall deliver to Zinger written notice of such election (the “Call Option Notice”). If Zinger elects to exercise his Put Option, then Zinger shall deliver to West/Delaware and West a written notice of such election (the “Put Option Notice”). The Call Option Notice and the Put Option Notice shall state the holder’s election to exercise its Call Option or Put Option, as applicable, and a date and time for consummation of such sale and purchase not more than sixty (60) days after the date the Call Option Notice or Put Option Notice is given.
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Remaining Securities. (1) In the event either the Call Option or Put Option is exercised in accordance with Section 1.1(b), the purchase price for the Remaining Securities (the “Additional Purchase Price”), which shall be determined in United States dollars and payable in cash, will then be determined based on a fair market valuation of the Business conducted by an independent internationally-recognized accounting firm or investment banking firm selected by West/Delaware and West and approved by Zinger, whose approval shall not be unreasonably withheld. The selected appraiser will act as an expert and not as an arbitrator and his appraisal shall be conclusive and binding upon all parties hereto. The valuation of the Business by the said appraiser shall be carried out in accordance with, inter alia, the following rules: (1) the valuation shall consider the revenue and income attributable to the reconstitution and medical-device business of the Business and any income from products with respect to which Zinger, through concept, development or otherwise participates, in whole or in part; (2) there will be an adjustment for any transfer pricing adjustments made to the results of West; and (3) there will be no minority discount or discount due to the limited transferability of the shares.
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Remaining Securities. To the extent the Company, the Investors and/or the Common Holders exercise their Right of First Refusal, Right of Second Refusal, Right of Third Refusal, and Right of Fourth Refusal, in accordance with the terms of Sections 3.1 through 3.4, the number of Offered Securities that the Transferring Shareholder may sell to the proposed Transferee described in the Transfer Notice shall be correspondingly reduced. Such Offered Securities as so reduced (the “Remaining Securities”) may be sold by the Transferring Shareholder to such proposed Transferee, on terms no more favorable to the proposed Transferee than those set forth in the Transfer Notice, subject to Section 3.6, but only if such sale is consummated within 45 calendar days after the completion of the procedures set forth in Sections 3.1 through 3.4 (and after resolution of any purchase price valuation pursuant to Sections 3.7 or 3.8), and only if such sale is effected in accordance with applicable Laws. If the Remaining Securities are not Transferred within such 45-day period, or if it is proposed that such Remaining Securities are to be Transferred on terms (including but not limited to economic terms) more favorable to the proposed Transferee than those set forth in the Transfer Notice, then the Transferring Shareholder will not Transfer such Remaining Securities, and the Company shall not recognize any such Transfer, unless such Remaining Securities are first re-offered in accordance with this Section 3. The closing of any purchase and sale pursuant to Sections 3.1 through 3.4 will take place concurrently with the closing, if any, pursuant to Section 3.6, or as otherwise reasonably agreed by the buyers and sellers thereto.
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Related to Remaining Securities

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Underlying Securities The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities. The Company will use its best efforts to cause the Underlying Securities to be listed on the Exchange.

  • Outstanding Securities All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • Voting Securities any securities of the Company that vote generally in the election of directors.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding Shares On the Closing Date, Pubco will have no more than 7,669,521 shares of Pubco Common Stock issued and outstanding immediately prior to the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement and will have no more than 43,767,021 shares Pubco Common Stock and 3,048,750 Pubco Warrants issued and outstanding immediately after the issuance of the Pubco Shares and the Pubco Warrants as contemplated by this Agreement.

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

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