Right to Acquire Shares Sample Clauses

Right to Acquire Shares. (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the sum of (i) the number of Class A Shares then Outstanding and (ii) the number of Class B Shares equal to the number of OpCo Common Units held by the Sponsors and their Affiliates, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Shares of such class (and treating the Class A Shares and Class B Shares as a single class of Shares) then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Share of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.
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Right to Acquire Shares. Immediately before the Amalgamation, there will be no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations to issue, sell or acquire any of its securities or securities or obligations of any kind convertible into or exchangeable for any of its securities. In addition, at the Effective Date, it will not have any outstanding share appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments whose value is based upon the share price, book value, income or any other attribute.
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Right to Acquire Shares. Upon the occurrence of any event described in Section 5.1.1 or 5.1.2, the Essex Shareholder shall have the right to acquire all of the Nexans Shareholder's Shares for a purchase price equal to the Call Price, payable in cash. Essex shall exercise such right by providing written notice thereof to the Nexans Shareholder. The closing of such purchase shall occur as soon as reasonably practicable following the delivery of such notice and, in any event, within 120 days thereafter.
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Right to Acquire Shares. Until August 31, 2010, the Buyers shall have the right to acquire up to fifty percent (50%) of any securities issued or proposed to be issued by the Company other than in connection with the Debentures or the Warrants. The rights of the Buyers shall include the rights to participate in the additional financing described in subsection K below. The Buyers shall have the right to acquire the securities on the same terms and conditions as those offered by the Company. The cash equivalent value of any non-cash consideration shall be determined by the Board of Directors of the Company in good faith. The Company shall give the Buyers written notice stating the bona fide intention to sell the securities, the name of the proposed purchaser, the securities and amounts involved, and the consideration for which the Company proposes to sell the securities. At any time within ten (10) days from the notice, the Buyers may elect to purchase their Pro Rata portion of the securities based on the Pro Rata ownership of the Debentures by the Buyer. If the securities are not purchased by the Buyers, the Company may issue and sell the securities at the price set forth in the notice or at a higher price, provided such sale in consummated within sixty (60) days. For the purpose of this subsection J, the term “securities” shall be defined in its most expansive legal sense and shall not be limited to the defined term “Securities” used elsewhere in this Agreement.
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Right to Acquire Shares. 2.1 As set forth in the Shareholders Agreement, Holdco shall be deemed to hold the Allocable Shares for the purpose of exercising all subscription rights with respect to such Shares; provided that if Holdco fails to exercise such subscription rights in full WorldTel shall be deemed to hold such Shares for the purpose of exercising such subscription rights. Notwithstanding the foregoing, it is the intention of the parties hereto that each party which is allocated Allocable Shares pursuant to the Trust Agreement have the right to acquire its Pro-Rata Share of all Equity Shares purchased by the other party pursuant to any subscription rights exercised with respect to the Allocable Shares. Therefore, each party hereto that has purchased any Equity Shares pursuant to the exercise of subscription rights with respect to the Allocable Shares (each, a "Deemed Offering Shareholder") agrees that it shall be deemed to have offered (the "Deemed Offering Notice") to the other party (the "Deemed Offeree") the right to purchase such other party's Pro-Rata Share of all of the Equity Shares acquired by it (the "Offered Equity Shares") pursuant to the exercise of subscription rights with respect to the Allocable Shares. The purchase price for the Offered Equity Shares shall be the price (the "Allocable Share Purchase Price") which would give the Deemed Offering Shareholder the same Project Equity IRR on the Offered Equity Shares as the Project Equity IRR which was used to determine the allocation of the Allocable Shares between the parties in accordance with the Trust Agreement. Such offer shall be deemed to have been made on the date (the "Reallocation Date") the Allocable Shares are allocated between the parties in accordance with the Trust Agreement. Each Deemed Offer Notice shall remain irrevocable and open for acceptance by the Deemed Offeree for a period of thirty (30) Days following the Reallocation Date (the "Allocable Share Acceptance Period"). Each Deemed Offeree shall have the right, exercisable by notice (the "Allocable Share Purchase Notice") to the Offering Shareholder within the Allocable Share Acceptance Period, to accept and agree that it will purchase its Pro-Rata Share of the Offered Equity Shares or, if it wishes to purchase less than its Pro-Rata Share, to indicate how many Offered Equity Shares it wishes to purchase. An Allocable Share Purchase Notice shall be irrevocable. If no Allocable Share Purchase Notice is given by the Allocable Share Offeree dur...
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Right to Acquire Shares. In consideration of services rendered to the Corporation pursuant to the terms of the agreement between the Corporation and the Investor dated March 17, 2006, the Investor is entitled to a right to purchase up to 2,000,000 shares of the Corporation’s common stock at a purchase price of $2.50 per share, such right to be exercised in the sole discretion of the Investor on or prior to June 30, 2007. Upon exercise, the Investor shall have the right to purchase all or a portion of the 2,000,000 shares, but if the Investor purchases less than 2,000,000 shares, the right to acquire any additional shares shall expire immediately upon exercise.
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Related to Right to Acquire Shares

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Shares The term “

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

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