HOLDER'S RIGHT Clause Samples

HOLDER'S RIGHT. TO ELECT TO RECEIVE NOTICE OF CASH REDEMPTION BY COMPANY. The Holder of this Convertible Note shall have the right to require Company to provide advance notice stating whether the Company will elect to redeem all or part of the redeemable portion in cash, pursuant to the Company's redemption rights discussed in Section 5.1 above.
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HOLDER'S RIGHT. Beginning on the earlier of (A) the first Trading Day immediately following the date in which the Underlying Shares Registration Statement is first declared effective or (B) December I, 2006, and continuing on the first Trading Day of each calendar month thereafter (each, a “Redemption Date”), the Holder shall have the right to force the Company to redeem (“Mandatory Redemptions”) up to $500,000 of the remaining principal amount of the Debenture (the “Maximum Redemption Amount”) per calendar month by transmitting a copy of a Redemption Notice in the form attached hereto as Exhibit A (the “Redemption Notice”) requiring the Company to redeem (as set forth below in Section 3(b)(ii) hereof) the principal amount set forth in the Redemption Notice (the “Mandatory Redemption Amount”). The Company, in its sole discretion, may increase the Maximum Redemption Amount and, upon an Event of Default the Maximum Redemption Amount shall be automatically increased to an amount up to the remaining principal amount of the Debenture. Notwithstanding the foregoing, if (A) the Closing Bid Price of the Common Stock exceeds the Conversion Price for each of the five consecutive Trading Days immediately prior to the Redemption Date, (B) the Underlying Share Registration Statement has been declared effective and remains effective on the Redemption Date, and (C) no Event of Default shall have occurred, then the Holder shall not be permitted to require the Company to make a Mandatory Redemption in that month.
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HOLDER'S RIGHT. If the Company desires to purchase less than all of the Offered Stock, the Holders and their assignees have the right of first refusal to purchase all or any part of the remaining Offered Stock; provided, that each Holder gives written notice of the exercise of such right to the Seller within thirty (30) days (the "HOLDERS' REFUSAL PERIOD") after the date of the Company's Notice to the Holders. To the extent the aggregate number of shares the Holders desire to purchase exceeds the Offered Stock available, each Holder will be entitled to purchase a fraction of the Offered Stock, the numerator of which is the number of shares of Stock held by such Holder and the denominator of which is the number of Shares of Stock held by all Holders exercising their Right of First Refusal. Within ten (10) days after expiration of the Holders' Refusal Period, the Seller will give written notice to the Company and each Holder specifying the number of shares of Offered Stock that was subscribed by the Holders exercising their Rights of First Refusal (the "CONFIRMATION NOTICE").
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Related to HOLDER'S RIGHT

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

  • Disposition of Warrantholder's Rights In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

  • Shareholders Rights Plan No claim will be made or enforced by the Company or, to the knowledge of the Company, any other Person that any Purchaser is an "Acquiring Person" under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.