Holder Option Sample Clauses

Holder Option. The Holder, in its sole discretion, can transfer the Note to a member of the Group and the Company will undertake any action requested to effect the transfer.
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Holder Option. In the event of a call by the Company pursuant to this Section 5, the Holders, at their option, may for a period of thirty (30) days following the Call Notice Date require the Company to convert their Notes into fully paid and nonassessable shares of the Company’s Common Stock at the Conversion Price (the “Holder’s Option”).
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Holder Option. For purposes of this provision, a "
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Holder Option. The Holders shall have an option for a period of twenty (20) days from the Holder's receipt of the Transfer Notice from the Employee Holder set forth in Section 3.1(b) to purchase their respective pro rata shares of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Each of such persons may exercise such purchase option and, thereby, purchase all or any portion of his or its pro rata shares (with any reallotments as provided below) of the Offered Shares, by notifying the Employee Holder and the Company in writing, before expiration of the initial twenty (20) day period as to the number of such shares which he or it wishes to purchase. Each Holder's pro rata share of the Offered Shares shall be a fraction of the Offered Shares, of which the number of shares of Common Stock which have been issued and are held by such Holder or issuable upon conversion of the Preferred Shares or exercise of warrants held by such Holder on the date of the Holder's receipt of the Transfer Notice from the Employee Holder (the "Notice Date") shall be the numerator and the total number of shares of Common Stock issued or issuable upon conversion of all Preferred Shares or exercise of warrants held by all Holders on the Notice Date shall be the denominator. Each Holder shall have a right of overallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, the other participating Holders before the date ten (10) days following the expiration of the initial twenty (20) day period, exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased by so notifying the Employee Holder and the Company, in writing, within such ten (10) day period. Each Holder shall be entitled to apportion the Offered Shares to be purchased among its partners and affiliates, provided that such Holder notifies the Employee Holder of such allocation. If a Holder gives the Employee Holder notice that it desires to purchase its share and, as the case may be, its overallotment, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor.
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Holder Option. If at any time on or prior to February 1, 2002, there is a Redemption Event, Holders of a majority in principal amount of the outstanding Notes may, by written notice to the Company, require that the Company redeem all, but not less than all, of the outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes so being redeemed, plus accrued interest to the redemption date, plus a redemption premium equal to 2% of the principal amount redeemed; provided, however, that in the event of closing of any public offering of any equity or debt securities of the Company, the amount redeemed shall not exceed the amount of net proceeds received by the Company in connection with such public offering. In addition, if at any time on or prior to February 1, 2002, there is a Refinancing Event, each Holder may, by written notice to the Company, require that the Company redeem up to one-half of the principal amount of the Notes held by such Holder at a redemption price equal to 100% of the principal amount of the Notes so being redeemed, plus accrued interest to the redemption date, plus a redemption premium equal to 2% of the principal amount redeemed; provided, however, that the amount redeemed shall not exceed the net proceeds received by the Company in connection with such Refinancing Event.
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Holder Option 
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Related to Holder Option

  • Exchange Option (a) The Board of Directors may, at its sole option and without seeking the approval of holders of Voting Shares or Rights but with the prior written consent of the Exchange if the Common Shares are then listed on such exchange, at any time after a Flip-in Event has occurred, authorize the Company to issue or deliver in respect of each Right which is not void pursuant to Subsection 3.1(b), either: (i) in return for the applicable Exercise Price and the Right, debt, equity or other securities or assets (or a combination thereof) having a value equal to twice the applicable Exercise Price; or (ii) in return for the Right, subject to any amounts that may be required to be paid under applicable law, debt, equity or other securities or assets (or a combination thereof) having a value equal to the value of the Right, in full and final settlement of all rights attaching to the Rights, where in either case the value of such debt, equity or other securities or other assets (or a combination thereof) and, in the case of Clause 3.2(a)(ii), the value of the Right, shall be determined by the Board of Directors which may rely upon the advice of a nationally or internationally recognized firm of investment dealers or investment bankers selected by the Board of Directors. (b) If the Board of Directors authorizes the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a), without any further action or notice, the right to exercise the Rights will terminate and the only right thereafter of a holder of Rights shall be to receive the debt or equity securities or assets (or a combination thereof) in accordance with the exchange formula authorized by the Board of Directors. Within 10 Business Days after the Board of Directors has authorized the exchange of debt or equity securities or assets (or a combination thereof) for Rights pursuant to Subsection 3.2(a), the Company shall give notice of exchange to the holders of such Rights by mailing such notice to all such holders at their last addresses as they appear upon the register of Rights holders maintained by the Rights Agent. Each such notice of exchange will state the method by which the exchange of debt or equity securities or assets (or a combination thereof) for Rights will be effected.

  • Top-Up Option (a) The Company hereby grants to Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase at a price per share equal to the greater of (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) so that, when added to the number of Shares owned by Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares complies with all applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Conversion Right In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

  • Company Option “Company Option” shall mean an option to acquire shares of Company Common Stock from the Company, whether vested or unvested.