Exercisable Rights definition
Examples of Exercisable Rights in a sentence
For purposes of this Agreement, unless otherwise specifically noted, the amount of Company Securities issued and outstanding shall be determined on a fully diluted basis, as if all Exercisable Rights had been exercised, converted into or exchanged for Common Stock or Preferred Stock.
Initially Rights are not Exercisable; Rights Initially Not Represented by a Certificate.
The Rights can only become Exercisable Rights upon achievement by Genopoietic, S.A., a French SOCIETE ANONYME ("GENOPOIETIC"), with the assistance of the Holder, of the Milestones set forth on EXHIBIT A hereto (each a "MILESTONE" or, collectively, the "MILESTONES").
Prior to the exercise of any Exercisable Rights hereunder, this Rights Agreement grants to the Holder no right to vote on or consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, nor any other rights or liabilities as a stockholder, with regard to any Rights or Exercisable Rights issued hereunder.
The Exercisable Rights may be purchased in whole at any time, or in part from time to time, during the applicable Exercise Period by the Holder by delivery of a Rights Exercise Form (in the form attached hereto as EXHIBIT B) at the address set forth in Section 10(a) hereof, together with proper payment of the Purchase Price multiplied by the number of Exercisable Rights being exercised made by certified or official bank check payable to the order of the Company.
The maximum number of Rights that may become Exercisable Rights upon the achievement of each Milestone is set forth on EXHIBIT A hereto and depends on the date on which such Milestone is achieved.
The Company shall take all such actions as may be necessary to assure that the par value, if any, per share for the Shares related to the Exercisable Rights is at all times equal to or less than the Purchase Price.
In determining whether the pursuit of the Milestones referred to in the immediately preceding sentence is commercially reasonable, the Board shall not take into consideration the value to the Company of any Exercisable Rights to be received by the Holder hereunder as a result of the achievement of any such Milestone.
All Rights that have not become Exercisable Rights within one hundred eighty (180) days after achievement of the relevant Milestone shall expire and be null and void and of no further force or effect, unless the matter has been referred to judicial determination in accordance with Section 12 hereof within the said one hundred eighty (180) day period.
If the parties are unable to resolve such dispute within thirty (30) days, however, then either party may submit the dispute to judicial determination to take place in Kansas City, Missouri in accordance with Section 12 hereof, and the number of Exercisable Rights shall be reasonably determined by the court.