Right of Purchase. 17 5.2 Definition of New Securities ........................................17 5.3 Notice from the Company .............................................17 5.4 Sale by the Company .................................................18 5.5
Right of Purchase. The Company hereby grants to the Purchaser so long as it shall own, of record or beneficially, or have the right to acquire, any Purchased Shares, Conversion Shares or Common Stock, the right to purchase all or part of its pro rata share of New Securities (as defined in Section 5.2) which the Company, from time to time, proposes to sell and issue. A Purchaser's pro rata share, for purposes of this preemptive right, is the ratio of the number of Purchased Shares, Conversion Shares and shares of Common Stock which such Purchaser owns or has the right to acquire to the total number of Purchased Shares, Conversion Shares and shares of Common Stock then outstanding.
Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject to the purchase rights set forth herein. Upon a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager of the occurrence of a Dissociation Event (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase all of the Dissociated Member’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteen
Right of Purchase. The Seller Member will have the right to purchase Schedule II Assets and certain other Portfolio Assets on the terms and subject to the conditions set forth in paragraph 7 of Annex 3.
Right of Purchase. The Company hereby grants to each Purchaser so long as it shall own, of record or beneficially, or have the right to acquire from the Company, any Series A Preferred Stock, the right to purchase all or part of his or its Pro Rata Share of New Securities (as such term is defined herein) which the Company, from time to time, proposes to sell and issue. For purposes of this purchase right, the term "Pro Rata Share" shall mean the ratio of the number of shares of Series A Preferred Stock (calculated on a fully converted basis, including without limitation the Conversion Shares and Warrant Shares) which such Purchaser owns to the total number of shares of Series A Preferred Stock (calculated on a fully converted basis) and shares of Common Stock then outstanding.
Right of Purchase. (a) [****]
Right of Purchase. (a) Subject to the terms and conditions contained in this Section, the Company grants to the Purchasers a right to purchase or subscribe for such Purchaser’s Pro Rata Portion calculated as of the date of delivery of any notice pursuant to Section 2.1(b) of any New Financing actually issued or raised, as applicable, which the Company may, from time to time, propose to issue and sell or raise, as applicable. Notwithstanding the foregoing, in the event that any New Financing is being raised pursuant to a registration statement under the Securities Act (the “Registered Offering”), each Purchaser will be entitled to purchase its portion of the New Financing in a simultaneous private placement with the Registered Offering, but otherwise on the same terms as the Registered Offering, to the extent an exemption from registration is available at such time.
Right of Purchase. Other than as required by law, QUALCOMM agrees that from the Amendment Effective Date through the end of the Term, Buyer and its Affiliates shall have a right to purchase all of the GSP-1700s produced by QUALCOMM, at the prices set forth on Attachment 1 to this Amendment and GSP-1700s retained for warranty or test purposes at a price of [*]. This right is subject to (i) Buyer taking timely delivery of, and making timely payments in full for, the quantities of GSP-1700s as set forth on Attachments 1 and 1(a) and (ii) Buyer not being in breach hereunder.
Right of Purchase. The Company hereby grants to the Investors, so long as such Investor shall own, of record or beneficially, or have the right to acquire from the Company, any Registrable Securities, the preemptive right to purchase all or part of such Investor's pro rata share of New Securities (as defined in Section 2.2) which the Company, from time to time, proposes to sell and issue to any Person (each a "Subsequent Investor"). Each Investor shall be entitled to apportion the preemptive rights hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate.
Right of Purchase. Any Stockholder making any Transfer of Securities pursuant to clause (d) of Section 2.1 shall comply with the provisions of this Section 2.2 and 2.3 hereof. At least 45 days prior to any such Transfer, the transferring Stockholder (the "Transferring Stockholder") will deliver a written notice (the "Offer Notice") to the Company and to each of the other Stockholders (the "Non-Transferring Stockholders"). The Offer Notice will disclose in reasonable detail the proposed number of Securities to be transferred, the class or classes of such Securities and the type of such Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. The Non-Transferring Stockholders may elect to purchase all (but not less than all) of the Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder within 30 days after the delivery of such Offer Notice (the "Stockholder Election Period"). If any Non-Transferring Stockholders elect to purchase all of such Securities, the Transfer of the Securities will be consummated within 15 days after the expiration of the Stockholder Election Period. If more than one Non-Transferring Stockholder elects to purchase all of the Securities of any type or class to be transferred, each Non-Transferring Stockholder electing to purchase such Securities will be entitled to purchase from the Transferring Stockholder a pro rata portion (based upon the respective numbers of shares of Common Stock then held by such Non-Transferring Stockholders (on a fully-diluted basis treating all classes of Common Stock as a single class) of the Securities of such type or class (treating all classes of Common Stock as a single class) proposed to be transferred. If none of the Non-Transferring Stockholders elects to purchase all of the Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the Stockholder Election Period, complete the Transfer of the Securities specified in the Offer Notice at a price and on terms no more favorable to the transferees than the price and terms offered to the Non-Transferring Stockholders in the Offer Notice, provided that no such Transfer may be completed except in compliance with Section 2.3 and unless each of such transferees shall have executed and delivered an Instrument of Accession as a condition precedent to the transfer thereof. If the Trans...
