Offer to Exercise Sample Clauses

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: (i) the principal terms of the Tag-Along Sale, including (A) the number of Shares to be Transferred by the Initiating Tag-Along Seller (the “Number of Shares”), (B) the per Share purchase price, (C) the name and address of the Tag-Along Seller(s), (D) the name and address of the Tag-Along Purchaser and (E) the expected closing date of the Tag-Along Sale; and (ii) an invitation to each Tag-Along Offeree to participate in such Tag-Along Sale with respect to Shares Beneficially Owned by each Tag-Along Offeree on a pro rata basis on the same terms and conditions with respect to each Share to be Transferred by the Initiating Tag-Along Seller.
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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: (a) the principal terms of such Issuance, including (i) the amount and kind of Subject Securities to be included in such Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities, if applicable, (iii) the Preemptive Rights Portion of such Preemptive Rights Offeree, (iv) the maximum and minimum price (including, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities and (v) the name and address of the Person to whom the Subject Securities will be issued (the "Subscriber"); and (b) an offer by the Company to issue, at the option of such Preemptive Rights Offeree, to such Preemptive Rights Offeree such portion of the Subject Securities to be included in such Issuance as may be requested by such Preemptive Rights Offeree (not in any event to exceed the Preemptive Rights Portion of such Preemptive Rights Offeree), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the Preemptive Rights Offerees, as each of the Subscribers shall be issued units of Subject Securities.
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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 an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number of Shares of Common Stock being purchased; (c) any restrictions imposed on the Shares; and (d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. 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 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 Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within fifteen (15) days following the issuance of the First Participation Notice, the Company shall have one hundred and twenty (120) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.

  • 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.