Shareholders’ Option Sample Clauses

Shareholders’ Option. In the event that the Corporation has not exercised its right to purchase all of the Offered Shares, the Non-Selling Shareholders will each have an option for a period of twenty (20) days after the expiration of the Corporation’s Notice Period (the “Shareholder Notice Period”) to elect to purchase their pro rata portion (based on the number of shares of Voting Common Stock held by the Non-Selling Shareholders) of the remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Non-Selling Shareholders may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Selling Shareholder in writing before expiration of the Shareholder Notice Period as to the number of the Offered Shares which they wish to purchase. A Non-Selling Shareholder’s failure to timely deliver notice of exercise pursuant to this Section 2(c)(iii) shall be deemed a waiver of such Non-Selling Shareholder’s right to purchase hereunder. Each Non-Selling Shareholder who elected to purchase their full pro rata portion may thereafter elect to purchase their pro rata portion (based on the number of shares of Voting Common Stock held by each Non-Selling Shareholder) of the Offered Shares not subject to purchase pursuant to Sections 2(c)(ii) and (iii) hereof.
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Shareholders’ Option. (a) Each Shareholder (other than the Transferor) shall have an option for a period of ten (10) days following receipt of the Transfer Notice (the “Option Period”) to elect to purchase all or any portion of its respective pro rata share of the Offered Shares set out in the Transfer Notice at the price and subject to the material terms and conditions as described in the Transfer Notice, by notifying the Transferor and the Company in writing before expiration of the Option Period as to the number of such Offered Shares that it wishes to purchase.
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Shareholders’ Option. Under this Agreement YP grants to each Shareholder, a -------------------- Ten Million U.S. Dollar ($10,000,000) revolving line of credit ("Revolver") fully secured by the shares of YP common stock owned by Shareholders equal to the amount being borrowed. The value of the stock per share being pledged as security shall be valued at eighty percent (80%) of the last trade prior to the time of the loan request or a value of one dollar ($1) per share whichever is higher. The Revolver may be terminated at any time by the Shareholder and converted into ten (10) year loan at the same interest rate as that of the Revolver and then no further advances shall be eligible. The interest rate on the Revolver, and/or possible subsequent term loan shall be 25 basis points (.25%) above YP's average borrowing rate from institutional lenders as determined by YP's Chief Financial Officer, but in no case lower than eight percent (8%) and shall be set for each advance at the time of the advance request, if made. In addition, the average borrowing rate shall be the average of the rate charged by the aggregate of YP's institutional lenders for the prior 30 day period: (i) no single advance shall exceed One Million U.S. Dollars ($1,000,000"); (ii) no advances of any amount shall be made unless after such advance, there remains available to YP an amount equal to thirty (30) days' operating capital. Operating capital is defined as the cash needed to maintain the business. More clearly defined as those expenses needed to pay for the general operating expenses of the company exclusive of depreciation, taxes, amortization, marketing, expenses or acquisition expenses. More clearly defined as the expenses needed to maintain the business. The calculation of the amount of capital available to pay those expenses would include the parent as well as all subsidiaries and affiliates; cash on hand, cash in reserve, marketable securities, short term notes and certificates of deposit, treasury notes, mutual funds, availability on any credit lines plus any cash reasonable expected during the 30 day period from the loan advance forward. This line shall not expire. Interest charged shall be paid by the Shareholders quarterly in arrears. However, the shareholders shall have the option of obtaining from YP a mandatory advance for the purpose of paying the interest so long as there is availability on this line or by paying the interest with collateral stock whoso value is defined herein above, or by ten...
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Shareholders’ Option. If the option granted to the Company in subsection (ii) above is not exercised as to all shares of the Offered Stock within the said thirty (30) day period, written notice of the proposed transfer shall be immediately given by the Secretary of Company to the remaining Shareholders (the "Nonselling Shareholders"), who shall have the option to purchase any shares not purchased by the Company at the price and upon the terms and conditions specified in subsection (ii) above. Within ten (10) days after receiving such notice, any Nonselling Shareholder desiring to acquire any part or all of the Offered Stock shall deliver to the Secretary of the Company a written election to purchase the Offered Stock or a specified portion of it. If the total number of shares specified in the elections exceeds the number of available shares, each Nonselling Shareholder shall have priority, up to the number of shares specified in his or her notice of election to purchase, to purchase such proportion of the available shares as the number of shares of the Company's Stock that he or she holds bears to the total number of the shares of the Company's Stock held by all Nonselling Shareholders electing to purchase. The shares not purchased on such a priority basis shall be allocated in one or more successive allocations to those Nonselling Shareholders electing to purchase more than the number of shares to which they have a priority right, up to the number of shares specified in their respective notices, in the proportion that the number of shares of the Company's Stock held by each of them bears to the number of shares of the Company's Stock held by all of them. Within five (5) days after receipt of the Nonselling Shareholder elections to purchase, the Secretary of the Company shall notify each Nonselling Shareholder of the number of shares as to which his or her election was effective and send a copy of each such notice to the Offeror.
Sample 1
Shareholders’ Option. (a) If the Company fails to exercise the option with respect to all of the Sale Shares, each of the other Shareholders shall have the option, but not the obligation, to purchase all but not less than all of the Sale Shares on the same terms, including the First Refusal Price, as specified in the First Refusal Notice. After the expiration of the 20 day period in Section 16.3 hereof, but within 30 days after the First Refusal Notice is given, any electing Shareholder shall give written notice to the transferring Selling Shareholder and the Company stating that it elects to exercise its option and a date and time for consummation of the purchase not more than 90 days after the date the First Refusal Notice is given. Failure by a Shareholder to give such notice within such time period shall be deemed an election by it not to exercise its option. If more than one Shareholder exercises this option, the number of Sale Shares that each such Shareholder shall be entitled to purchase shall be equal to such Shareholder"s Pro Rata Share.
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Shareholders’ Option. TMGG hereby grant to the Shareholders an irrevocable option (the “Shareholders’ Option”) to acquire all of TMGG’s right, title and interest in and to all of the Mining Claims. The Shareholders’ Option may be exercised at any time following the date on which TMGG acquires an operating business not involving the Mining Claims (the “Option Period”). The Shareholders may exercise the Shareholders’ Option at any time during the Option Period by giving notice of exercise, in writing, to TMGG. The notice of exercise of the Shareholders’ Option may be executed by Xxxx Xxxxxxx Xxxxxx on behalf of all of the Shareholders. Upon receipt of such notice, TMGG shall be bound to transfer title to all of the Mining Claims, and the Shareholders shall be bound to accept such transfer of title, in exchange for a general release given by the Shareholders to TMGG of any and all liabilities and obligations of TMGG to the Shareholders, both individually and collectively, other than the Warrants issued to them pursuant to the Stock Purchase Agreement.
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Shareholders’ Option. (1) At the expiration of the Company's Electra Shares Option or when the Company notifies the Electra Transferor that it shall not exercise its Electra Shares Option to purchase any or all of the Electra Shares, each of the remaining Shareholders (subject to the condition that the remaining Shareholder continues as a shareholder of the Company as of the date of the event triggering the Company's Electra Shares Option and is allowed to purchase Shares under SECTION 11 below) (the "Electra Purchasing Shareholders") shall have an option (a "Shareholder Electra Shares Option") to purchase the Electra Shares that were the subject of the Company's Electra Shares Option which the Company will not purchase, and the Electra Transferor shall have the obligation to sell to the exercising remaining Shareholders the remaining Electra Shares. The Company shall give each Shareholder prompt written notice of the expiration of the Company's Electra Shares Option or its decision not to exercise the option to purchase all or any Electra Shares. The Shareholders' Electra Shares Option shall arise as of the date of the receipt of written notice that the Company's Electra Shares Option has expired or will not be exercised.
Sample 1
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Shareholders’ Option. AGNI hereby grants to the Shareholder an irrevocable option (the “Shareholder’s Option”) to purchase all of the shares owned by AGNI in the Subsidiary (“Subsidiary Shares”) at any time during the period commencing ninety (90) days after the closing of the Merger and ending one hundred and eighty (180) days from the date of such closing (“Option Period”). The Shareholder may exercise the Shareholder’s Option at any time during the Option Period by giving notice of exercise, in writing, to AGNI. The notice of exercise of the Shareholder’s Option must be duly executed by the Shareholder in order to be effective. Upon receipt of such notice, AGNI shall be bound to sell, and the Shareholder shall be bound to purchase, all of the Subsidiary Shares for the purchase price of $107,000 less any fees paid to reconcile liabilities within 90 days of closing of the Merger (the “Purchase Price”) and upon the additional terms and conditions set forth in this Agreement.
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Related to Shareholders’ Option

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

  • Warrant Holders Section 9.1. Warrant Holder Deemed Not a Stockholder................................................... 29 Section 9.2.

  • Shares of Dissenting Shareholders Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such Dissenting Share, without interest. Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

  • Company Shareholders Meeting (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.

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