Offer to Exercise Sample Clauses

Offer to Exercise. If Xxxxxxxx proposes to Transfer at least ten percent (10%) of the outstanding shares of Common Stock (including, for purposes of determining the ten percent (10%) threshold, Warrants or other Convertible Securities Beneficially Owned by Xxxxxxxx) to any Tag-Along Purchaser, in a single transaction or a series of related transactions (the “Tag-Along Sale”), then prior to consummating the Tag-Along Sale, Xxxxxxxx (i) shall furnish a written notice (the “Tag-Along Initiation Notice”) to the Warrant Agent, on behalf of the Holders (who shall deliver such Tag-Along Notice to the Holders) (each Holder, a “Tag-Along Offeree”), and (ii) comply with the other provisions of this Section 3.11. The Tag-Along Initiation Notice shall include:
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Offer to Exercise. If any Holder or group of Holders acting in concert proposes to Transfer at least 30% of the outstanding securities of any class or series of Shares (each or collectively, as the case may be, an “Initiating Tag-Along Seller”), to any Tag-Along Purchaser, in a single transaction or a series of related transactions (the “Tag-Along Sale”), then, prior to consummating the Tag-Along Sale, the Initiating Tag-Along Seller shall furnish a written notice (the “Tag-Along Initiation Notice”) to each of the other Holders, and the Warrant Agent, on behalf of the Warrant Holders (each other Holder and Warrant Holder, a “Tag-Along Offeree”) and (B) comply with the other provisions of this Section 2.3. The Tag-Along Initiation Notice shall include:
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Offer to Exercise. If any Stockholder or group of Stockholders (each, an "Initiating Tag-Along Seller"), proposes to sell, assign or otherwise transfer for value to any Tag-Along Purchaser, in a single transaction or a series of related transactions, an aggregate number of Shares that constitutes at least 35% of all Shares outstanding on the date of such transaction (the "Tag-Along Sale") (or, if the Tag-Along Sale is a series of related transactions, on the date of the first transaction in such series), then the Initiating Tag-Along Sellers shall furnish a written notice (the "Tag-Along Initiation Notice") to each other Stockholder (each, a "Tag-Along Offeree") at least five business days prior to the Tag-Along Sale. The Tag-Along Initiation Notice shall include:
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Offer to Exercise. Not fewer than 10 business days prior to the consummation of any Issuance, a notice (the "Preemptive Rights Offer Notice") shall be furnished by the Company to each Stockholder who, collectively with its Affiliates, owns an aggregate of at least 1% of the outstanding Common Stock (each such Stockholder, a "Preemptive Rights Offeree"). The Preemptive Rights Offer Notice shall include:
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Related to Offer to Exercise

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • Right to Exercise; Exercise Price The Holder shall have the right to exercise this Warrant at any time and from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the Holder upon the exercise of this Warrant shall be $2.50, subject to adjustment for the events specified in Section 6 below.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • Failure to Exercise Option To the extent that following termination of employment or service, the Option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the Option shall cease and terminate.

  • Obligation to Exercise The Optionee shall have no obligation to exercise any option granted by this Agreement.

  • Failure to Exercise In the event that the Rights Holders fail to exercise in full the right of first refusal within such ten (10) plus five (5) day period, then the Company shall have 120 days thereafter to sell the New Securities with respect to which the Rights Holders' rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company's Notice to the Rights Holders. In the event that the Company has not issued and sold the New Securities within such 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Rights Holders pursuant to this Section 3.

  • Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

  • Adjustment to Exercise Price Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

  • Rights Prior to Exercise Participant will have no rights as a shareholder with respect to the Shares except to the extent that Participant has exercised the Option and has been issued and received delivery of a certificate or certificates evidencing the Shares so purchased.

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