Right to Purchase Shares. Stockholder hereby grants to Parent the right and option to purchase (the “Option”) all or any portion of the Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder), in the event that there shall occur a Designated Event (as defined below). Parent may exercise the Option by notifying Stockholder within nine months following any Designated Event, in accordance with Section 2.2 hereof, of Parent’s intent to exercise the Option in whole or in part (the “Option Notice”). The Option Notice, shall specify the number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder, and the date by which the closing of Stockholder’s sale and Parent’s purchase of such number of Voting Shares shall occur, which shall be no later than five business days after delivery of the Option Notice. Parent may deliver only one Option Notice and shall include in such Option Notice the total number of Voting Shares (or an equivalent number of shares of Owned Shares of Stockholder) Parent desires to purchase from Stockholder. A “Designated Event” shall be deemed to have occurred upon any of the following: (a) Stockholder breaches or fails to observe or perform any agreement or obligation set forth in this Agreement; (b) the Board of Directors or the Special Committee withdraws or modifies or changes its respective recommendation to the stockholders of the Company that such stockholders adopt and approve the Merger Agreement or the Merger, (c) the Board of Directors or the Special Committee approves or recommends a Competing Transaction or (d) the Company shall breach its obligations to duly call and hold the Shareholders Meeting pursuant to Section 6.4 of the Merger Agreement or the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment or postponement thereof.
Right to Purchase Shares. The Employee understands and agrees that the Company has granted to the Employee the right to purchase shares of Class B Common Stock to reward the Employee for the Employee's future efforts and loyalty to the Company and its Affiliates by giving the Employee the opportunity to participate in the potential future appreciation of the Company. Accordingly, (a) if the Employee engages in any Prohibited Activity, or (b) if, at any time during the Employee's employment with the Company or any of its Affiliates or during the three years following a Termination, the Employee engages in any Competitive Activity, or (c) if, at any time (whether during the Employee's employment or after any Termination thereof), the Employee is convicted of a crime against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the "Repurchase Notice") to the Employee, to purchase all or any portion of the shares of Class B Common Stock then held by the Employee.
Right to Purchase Shares. HOH hereby grants to Investor the right (the "Preferential Right") to purchase shares of HOH Common Stock or Preferred Stock (the "Shares") as set forth herein. Investor shall have the Preferential Right to purchase any Shares HOH offers to any bona fide third party for cash and/or cancellation of indebtedness, provided, however, Investor shall have the right and priority to purchase only that percentage of the Shares offered as his investment in Electropure bears to the total investments in Electropure by all other investors of Electropure who have entered into substantially similar Stock Right Agreements and desire to purchase Shares, unless cuh other Investor does not or cannot purchase his full allocated share of the Shares, in which case, the balance of the Shares not being purchased shall be allocated again based on the investments in Electropure. Notwithstanding the above, Investor shall not be able to purchase Shares under this Agreement with an aggregate Purchase Price (as defined in Section 2 hereof) of more than Fifty Thousand ($50,000.00) Dollars.
Right to Purchase Shares. Subject to the terms and conditions specified in this Agreement, Ansan hereby grants to Titan a right to purchase Shares (as hereinafter defined) of Ansan in connection with future issuances by Ansan of its Shares. Each time Ansan proposes to offer (an "Offer") any shares of, or securities convertible into or exchangeable for any shares of, any class of its capital stock ("Shares"), Ansan shall offer Shares to Titan in accordance with the following provisions:
(a) Ansan shall deliver a notice by hand delivery or certified mail ("Notice") to Titan stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any upon which it proposes to offer such Shares.
(b) By written notification received by Ansan, within twenty (20) business days after receipt of the Notice, Titan may elect to purchase or obtain, at the price and on the terms specified in the Notice (or, in the event of a Transaction Issuance, as defined below, at Fair Market Value, as defined below), up to that portion of such Shares as is necessary to preserve Titan's Equity Interest in Ansan (calculated as hereinafter set forth) in Ansan at greater than fifty percent (50%) (the "Majority Interest"). Titan's Equity Interest shall be a fraction the numerator of which shall be the number of shares of Common Stock of Ansan held by the Company, and the denominator of which shall be the total number of shares of Ansan Common Stock outstanding plus the total number of shares of Ansan Common Stock issuable upon exercise of all outstanding securities convertible into or exercisable for shares of Ansan Common Stock without payment of any additional consideration. Notwithstanding the foregoing, subject to the termination provisions contained in Section 6, if Ansan delivers a Notice at any time after Titan has failed to exercise its right to maintain the Majority Interest, Titan may elect to purchase or obtain, at the price and on the terms specified in the Notice, one half of the Shares proposed to be sold in the Notice.
(c) If all Shares referred to in the Notice which Titan is entitled to purchase pursuant to Section 1(b) are not elected to be purchased as provided in Section 1(b) hereof, Ansan may, during the ninety (90) day period following expiration of the period provided in Section 1(b) hereof, offer the same number of Shares offered to Titan to any person or persons at a price not less than, and upon terms no more favorable to ...
Right to Purchase Shares. The Non-Transferring Shareholders shall have the right to purchase the Shares from the Transferring Shareholder upon the same terms and conditions as set forth in the Transfer Notice. The Non-Transferring Shareholders electing to purchase the Shares (the “Electing Shareholders”) may purchase such Shares in the proportion that the number of Shares held by each Electing Shareholder bears to the total number of Shares held by all Electing Shareholders, or in such other proportions as the Electing Shareholders may otherwise agree.
Right to Purchase Shares. (a) Subject to the terms and conditions set forth herein, the Holder or its registered assigns (the “Registered Holder”) is entitled to purchase from the Company, at any time and from time to time on or before the Expiration Date, a number of shares of Common Stock of the Company (the “Warrant Stock”) equal to the Warrant Amount (as defined below) at an exercise price per share equal to the Warrant Price (subject to adjustment pursuant to Section 4 hereof) (the “Exercise Price”).
Right to Purchase Shares. Notwithstanding anything herein to the contrary, any Investor may, in its sole discretion, purchase any part or all of the Shares that otherwise would be purchasable at the third tranche of the Initial Closing Shares and, subject to the Board of Directors prior written consent, purchase any Second Closing Shares at any time prior to the closing of the third tranche of the Initial Closing or prior to the Second Closing Date (as applicable) upon thirty (30) calendar days’ prior written notice to the Company and RMI. As set forth in Section 1.4 hereof, RMI shall match the investment amount of all non-RMI Investors pursuant to this Section 1.5 and Section 1.4. It is understood and agreed that, unless such additional purchase occurs simultaneously with the closing of any of the tranches of the Initial Closing or the Second Closing, the date of any such purchase shall not be deemed a “Closing” for any purpose hereunder and, without limiting the foregoing, none of the conditions to closing set forth in Section 4 hereof shall apply to any such purchase and sale except that upon receipt of funds representing the purchase price for the such Shares, the Company shall deliver to the Investor a certificate representing such Shares. If the Shares otherwise purchasable at the third tranche of the Initial Closing are purchased prior to the closing of the second tranche of the Initial Closing, RMI shall not be obligated to match the investment thereof unless and until (but simultaneously with) the closing of the second tranche of the Initial Closing. In the event that RMI matches investments of any non-RMI Investor, the amount of the respective investment of RMI set forth in Schedule A shall be decreased on the amount of funds transferred by RMI to the Company pursuant to the Section 1.4 and 1.5 of this Agreement.
Right to Purchase Shares. In lieu of undertaking to effect a Demand Registration at any time that Charter would otherwise be required to do so under this Agreement, Charter may instead elect to purchase, or cause to be purchased, all Registrable Securities that the Demanding Stockholders desire to have registered, as specified in the Demand Request, on the following terms:
(a) Charter may elect to purchase all, but not less than all, of such Registrable Securities by delivering written notice of its election to the Demanding Stockholders within five Business Days after the delivery of a Demand Request pursuant to Section 2.2(a).
(b) Charter may not make an election pursuant to this Section 2.9 unless all Registrable Securities specified in the Demand Request are securities for which the "average trading price" can be determined in accordance with Section 2.9(d). Charter may not make an election pursuant to this Section 2.9 if such purchase would require any waiver, consent, or approval of any Person that could impede or materially delay the closing of the purchase and sale of the Registrable Securities required to be purchased.
(c) Upon Charter's delivery of notice of its election pursuant to Section 2.9(a), Charter shall be obligated to purchase, or to cause to be purchased, and each Demanding Stockholder shall be obligated to sell, the Registrable Securities specified in the Demand Request.
(d) The purchase price per share for such Registrable Securities shall be the "average trading price" (determined as provided below) as of the date on which the Stockholder Representative sent the Demand Request pursuant to Section 2.2(a) of a share of the same class as such Registrable Securities and shall be payable to each Selling Stockholder in immediately available funds at the closing. The "average trading price" as of any date of any securities will be the average for the twenty full trading days preceding such date of (i) the last reported sales prices, regular way, as reported on the principal national securities exchange on which such securities are listed or admitted for trading or (ii) if such securities are not listed or admitted for trading on any national securities exchange, the last reported sales prices, regular way, as reported on the Nasdaq National Market or, if such securities are not listed on the Nasdaq National Market, the average of the highest bid and lowest asked prices on each such trading day as reported on the Nasdaq Stock Market, or (iii) if such securities are ...
Right to Purchase Shares. The Employee understands and agrees that the Company has provided for the Employee to hold shares of Common Stock in the Company to reward the Employee for the Employee’s future efforts and loyalty to the Company and its Affiliates by giving the Employee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Employee engages in any Prohibited Disclosure or breaches or violates the Employee’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Employee Agreement to which the Employee is a party, or (b) the Employee engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Employee Agreement to which the Employee is a party, or (c) the Employee engages in any Prohibited Transfer, or (d) the Employee engages (at any time prior to the second anniversary of the Termination Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Employee Agreement to which the Employee is a party, or (e) the Employee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “Repurchase Notice”) to the Employee, to purchase all or any portion of the shares of Common Stock then held by the Employee. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), the Company shall not be entitled to purchase all or any portion of the shares of Common Stock of the Employee pursuant to this Section 4 with respect to a breach of:
(i) clause (a) of this Section 4.2 by reason of the Employee’s having disclosed Confidential or Proprietary Information, if the disclosure was not made in bad faith, such disclosure does not have a significant adverse impact on the Company and the Employee uses the Employee’s reasonable best efforts to minimize any adverse impact on the Company resulting from such disclosure;
(ii) clause (c) of this Section 4.2, if the Employee believed in good faith at the time of Transfer that the Transfer was permitted under Section 3.1 and the breach of Section 3.1 is cured promptly (and in any event within 30 days) after written notice thereof is provided to the Employee; or
(iii) clause (d) of this Section 4.2, if the Employee acted in good faith, was unaware, a...
Right to Purchase Shares. Except as otherwise provided herein and for so long as a Management Stockholder owns Shares and is an employee of the Company or one of its Subsidiaries, such Management Stockholder (but no Other Holder) shall have the right, but not the obligation, to purchase or subscribe for his pro rata share of any of the following proposed to be issued or sold by the Company: (i) any unissued or treasury shares of any class of capital stock of the Company (whether now or hereafter authorized), (ii) any obligations, evidences of indebtedness, or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe to, any such unissued or treasury shares, or (iii) any right to subscribe to or to receive, or any warrant or option for the purchase of, any of the foregoing securities (all of the foregoing being called "Equity Securities"); provided, however, that such Management Stockholder shall not have any right under this Section 10(d) to purchase or subscribe for any of the following:
