Option based on Purchase Offer for Assets Sample Clauses

Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of the Company's assets or stock, as applicable, a fraction, the numerator of which is the market value of all of the Company's assets or stock, as applicable, as determined by the board of directors of the Company, which number shall in no event be less than the total consideration offered under the Offer, and the denominator of which is the total consideration offered under the Offer, by (ii) the percentage ownership of the Common Stock of the Company represented by this Warrant and the Shares of Common Stock issued pursuant hereto that the Holder wishes to require the Company to purchase under this Section 7(a) (expressed as a decimal and calculated on a fully diluted basis). The price to be paid to the Holder shall be reduced if the Holder has elected to require the Company to purchase any unissued Shares of Common Stock evidenced by this Warrant by an amount equal to (iii) the Exercise Price then in effect, multiplied by (iv) the number of unissued Shares of Common Stock evidenced by this Warrant that the Holder has elected to require the Company to purchase. Unless otherwise agreed to in writing by the Holder, the required purchase price shall be payable in cash within 60 days of the Company's receipt of notice of the Holder's election to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) under this Section 7(a). If at any time the Company has not paid the required purchase price after the Holder has exercised its option under this Section 7(a), the Holder, in addition to having the right to enforce the payment of such required purchase price, shall also have the right, if the Company shall after the receipt of such first Offer receive a later Offer that the Holder deems more favorable than such first Offer, to rescind its ele...
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Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of the Company's assets or stock, as applicable, a &action, the numerator of which is the market value of all of the Company's assets or stock, as applicable, as determined by the board of directors of the Company, which number shall in no event be less than the total consideration offered under the Offer, and the denominator of which is the total consideration offered under the Offer, by (ii) the percentage ownership of the Common Stock of the Company represented by this Warrant and the Shares of Common Stock issued pursuant hereto that the Holder wishes to require the Company to purchase under this Section 7(a) (expressed as a decimal and calculated on a fully diluted
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Option based on Purchase Offer for Assets. The Company shall notify the Holder promptly, and in any event within five days of receipt, of any bona fide written offer received by the Company for the purchase of all or substantially all of the Company's assets or its stock (each an "Offer"). Should the Company determine that an Offer is unacceptable, the Holder shall have the option to require the Company to purchase this Warrant and/or the Shares of Common Stock issued pursuant hereto (or any portion thereof) at a price determined by multiplying (i) the total consideration offered for the Company's assets or stock, as applicable, under such Offer, multiplied by, if such Offer is for less than all of
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Related to Option based on Purchase Offer for Assets

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.