Right to Purchase Additional Shares. If the Company should decide to issue and sell additional shares of stock (the "Additional Shares"), excluding (a) shares of Common Stock sold to the public pursuant to a registration statement filed under the Securities Act, (b) shares of Common Stock that may be issued upon the exercise of stock options outstanding as of the Closing Date and disclosed in Exhibit A; (c) stock options and shares of Common Stock issuable upon the exercise of such options granted to employees and directors of the Company pursuant to the terms of the Company's stock option plans in effect as of the Closing Date and disclosed in Exhibit A; (d) Common Stock issuable upon the exercise of a warrant in favor of Duquesne Enterprises that, as of the Closing Date, entitled the holder thereof to purchase 100,000 shares of Common Stock; (e) Common Stock issuable upon the conversion of the Company's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock; (f) shares of Preferred Stock, up to an aggregate maximum of 266,667 shares; and (g) shares of Common Stock in an amount less than 1% of the shares of Common Stock owned by Investor as of the Closing Date, whether issued in one transaction or a series of transactions subsequent to the Closing Date, up to a maximum of 10,000 shares in the aggregate for all such transactions (collectively "Permitted Issuances"), the Company shall first offer to sell to Investor, upon the same terms and conditions as the Company is proposing to issue and sell the Additional Shares to others, Investor's pro rata share (as defined below) of such Additional Shares. Such offer to Investor shall be made by written notice given to Investor (the "Offer Notice") specifying the amount of the Additional Shares being offered, the purchase price for the Additional Shares and any other terms of the offer. Investor shall have a period of thirty (30) days from and after the date such Offer Notice was received by Investor within which to accept such offer (the "Acceptance Period"). Investor shall accept an offer to purchase all or any portion of the Additional Shares specified in the Offer Notice by written notice to the Company and tender of the purchase price for the Additional Shares within the Acceptance Period. If Investor fails to accept such offer within the Acceptance Period, any Additional Shares not purchased by Investor may be offered for sale to others by the Company for a period of one hundred eighty...
Right to Purchase Additional Shares. Provided, that the Purchaser has purchased the Subscription Shares in compliance with Section 3.3, the Purchaser shall have the right (referred in this Agreement as the Additional Purchase Right), exercisable from time to time prior to or on the Termination Date, to purchase from the Company for resale to the Other Purchasers, or to place with the Other Purchasers on the Company’s behalf, up to 2,700,000 (in words: two million seven hundred thousand) additional Common Shares from the Company (if the Share Exchange has not occurred by the Closing Date) or from Pubco (if Share Exchange has occurred by the Closing Date), in either case at the Issue Price. The Company shall not have any obligation to sell any shares to the extent that the Additional Purchase Right has been exercised after the Termination Date. The Additional Purchase Right shall be exercisable on such other terms and conditions set forth in this Section 3.4 at any time or from time to time prior to the Termination Date. To exercise the Additional Purchase Right, the Purchaser shall send to the Company (a) a written notice (the Additional Purchase Right Exercise Notice) (if prior to or on the date of the closing of the Share Exchange) or to Pubco (if after the closing of the Share Exchange) which states: (i) the name, address, telephone and telefax numbers, email address, company registration number or other similar identifying data of the Other Purchaser that will purchase the shares, together with the complete identity of the proposed individual ultimate beneficial owners of the shares, (ii) the number of Common Shares or the number of Pubco Shares to be purchased by each proposed Other Purchaser and (iii) the date on which the closing of the purchase and sale of the Common Shares to be purchased by the Other Purchasers will occur, which date will not be more than three (3) business days after the date of the notice and not later than the Termination Date ,and (b) the Agreement of Joinder in the form of Annex 5 to this Agreement executed by each Other Purchaser. The Company or Pubco, as the case shall be, shall have the right to object to any proposed Other Purchaser on the grounds that the Company or Pubco does not believe that any such proposed Other Purchaser is suitable as an investor or that the information provided in the Additional Purchase Right Exercise Notice is incomplete (provided. that the Company shall exercise its right of rejection reasonably) and if such objection is made, th...
Right to Purchase Additional Shares. Within twenty-four (24) months from the date of this Agreement or May 6th, 2023, Purchaser shall have the right, but not the requirement, to purchase up to an additional 267,953 shares of Common Stock at the lowest price that the Company closes on to sell to a third-party investor (including a group of investors) securities in aggregate amount of at least $5,000,000 during that period. Any purchase will occur within ten (10) days from May 6th, 2023.
Right to Purchase Additional Shares. If at any time the Company proposes to issue any of its securities to any person (other than pursuant to a plan or arrangement approved pursuant to Section 6.1 (a)(iv) or as additional consideration to a financial institution that is not an Affiliate of any Stockholder in connection with the making of a loan to the Company (or its subsidiaries)), each Stockholder shall have the right to purchase, upon the same terms, a proportionate quantity of those securities (in the proportion that the number of shares then held by that Stockholder bears to the total number of shares of the Company's common stock then held by all stockholders; for this purpose, shares of the Company's common stock issuable upon conversion of securities then held by all stockholders or upon exercise of warrants then held by all stockholders shall be deemed to be then held by stockholders). The Company shall give notice to each Stockholder setting forth the identity of the person to whom it proposes to issue the securities and the time, which shall not be fewer than 30 days, within which and the terms and conditions upon which the Stockholder may purchase the securities, which shall be the same terms and conditions upon which such person may purchase securities.
Right to Purchase Additional Shares. Except for Common Shares issuable upon the exercise of options permitted under Section 5.16, warrants existing on the date hereof, and the performance shares granted pursuant to the Series A Investment Agreement, upon the conversion of the Notes into Series D Preferred Shares or Series C Preferred Shares, or upon the exercise of the Warrants, the Company shall provide each Investor with the full and equal right to maintain its percentage ownership of Common Shares, or other securities convertible into Common Shares, by acquiring unissued Common Shares or securities convertible into Common Shares. At least thirty (30) days prior to the issuance of any such securities, each Investor shall be notified of its right to purchase additional shares hereunder. Each Investor shall have the right, which it may exercise before or within ninety (90) days after the closing of the Company’s issuance of such securities, to subscribe for or acquire such shares (including, but not limited to, the right to acquire such shares or securities issued to directors, officers or employees, or to acquire such shares or securities issued for other than cash consideration, or to acquire treasury shares) on terms and conditions, including, without limitation, with respect to price and method of payment, at least as favorable to the Investors as are proposed to be offered to any other Person.
Right to Purchase Additional Shares. For each $10.0 million of funds (up to a maximum of $50.0 million of funds) committed out of the Initial Commitment (as defined in the Operating Agreement of the Fund) by Constellation Development Fund LLC and its affiliated entities (collectively, the "Fund") in hotel development projects on or before the second anniversary hereof, the Company agrees that Sextant and Xxxxxx-Xxxxx shall have the right to purchase an additional 87,500 and 12,500 Shares, respectively, at a purchase price of $11.25 per Share in cash. Such purchase rights shall be exercisable by either Purchaser in whole or in part at any time during the 18-month period following completion of the Fund's incremental $10.0 million commitment by delivery of written notice of exercise to the Company. Closing of each purchase of additional Shares pursuant to this Section 2 shall occur within 10 days of delivery of the notice of exercise. The purchase price and number of Shares acquirable by the Purchasers pursuant to this Section 2 shall be appropriately adjusted for any future stock splits, stock dividends or similar transactions affecting the Class A Common Stock.
Right to Purchase Additional Shares. (a) Subject to the provisions of this Agreement and so long as no Change of Control of FCB shall have occurred, in the event that PC (and the PC Affiliates) shall at any time after January 24, 1989 have beneficial ownership of less that 19.9% of the Total Voting Power of FCB then in effect and desires to acquire additional FCB Voting Stock up to such 19.9% and all or a part of such FCB Voting Stock is not likely to be available for purchase in the market over a period of 60 days for less than 115% of the Market Price (as defined in Section 7.1(j)) thereof determined as of the date of its notice to FCB under the section (a "Section 2.1 Notice"), PC may elect to purchase directly from FCB, and FCB shall sell to PC, such amount of FCB Common Stock for a cash payment equal to the Market Price thereof; provided, that in the event FCB shall be required to obtain shareholder approval for such sale in accordance with its New York Stock Exchange listing agreement otherwise by law, FCB shall not be obligated to issue such shares prior to obtaining such approval, which it shall use its best efforts to secure. If FCB shall seek and fail to obtain such shareholder approval, FCB shall offer to sell to PSA (so long as no Change of Control of PC shall have occurred) sufficient shares of PC Voting Stock so that the ratio of Total Voting Power of PC then owned by FCB to the
Right to Purchase Additional Shares. (i) In the event Chalone shall, subsequent to the Closing, sell any of its Common Stock, or securities convertible into Common Stock, or grant options for the purchase of Common Stock (collectively, "Securities") (except for sales, grants or issuances pursuant to any of the Plans or other reservations described in subparagraph 7(b), hereafter, and except for Common Stock issued in exercise of previously-issued Warrants or issued to the holders of third-party Debentures converted subsequent to the Closing), each of DBR and Summus shall EXHIBIT 2 have the right to purchase that amount of the particular Securities then being issued, on the same terms and conditions as the remainder of the issuance, as will cause DBR's or Summus's (as applicable) voting power in Chalone immediately upon the completion of such issuance to be not less than such voting power immediately prior to the issuance.
Right to Purchase Additional Shares. 6 3.2 Closing...................................................... 7 3.3 Exceptions................................................... 7
Right to Purchase Additional Shares. (a) So long as Stockholder's Fully Diluted Ownership Percentage is at least five percent (5%), in the event of any proposed public or private sale for cash of shares of Common Stock or any other capital stock of the Company or any other security convertible into or exercisable for Common Stock or any other capital stock of the Company (other than pursuant to the exceptions or limitations in Section 3.4 below) ("Proposed Issuance"), the Stockholder shall have the right to purchase from the Company in whole or in part for cash (or, if the parties hereto shall in their discretion at such time agree, for property or other consideration), at the same price sold in the Proposed Issuance, a number of shares of Common Stock or any other capital stock of the Company equal to its Maximum Fully Diluted Ownership Percentage immediately prior to the Proposed Issuance times the number of shares issued in the Proposed Issuance. The "Maximum Fully Diluted Ownership Percentage" shall be calculated using the lesser of (i) the Fully Diluted Ownership Percentage calculated at the time of the Proposed Issuance and (ii) the Fully Diluted Ownership Percentage calculated at the closing of the sale of Common Stock to Stockholder pursuant to the Stock Purchase Agreement.
