Option of the Preferred Shareholders Sample Clauses

Option of the Preferred Shareholders. (i) Each Preferred Shareholder shall have an option for a period of twenty (20) days from receipt of the Transfer Notice (the “Preferred Shareholders’ First Refusal Period”) to elect to purchase the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice (the “Preferred Shareholders’ Right of First Refusal”). Each Preferred Shareholder may exercise the Preferred Shareholders’ Right of First Refusal and purchase all or any portion of the Offered Shares by notifying the Selling Shareholder, the Company and each other Non-Selling Preferred Shareholder in writing (the “Preferred Shareholders’ First Refusal Notice”) before expiration of Preferred Shareholders’ First Refusal Period as to the number of Offered Shares that it wishes to purchase. The Preferred Shareholders’ First Refusal Notice shall set forth the number of Offered Shares that such Preferred Shareholder wishes to purchase, which amount shall not exceed the First Refusal Allotment (as defined below) of such Preferred Shareholder. (ii) In the event any Preferred Shareholder elects not to purchase its First Refusal Allotment of the Offered Shares available under Section 4.2(a)(i) within the Preferred Shareholders’ First Refusal Period, then the Selling Shareholder shall promptly give written notice (the “Preferred Shareholders’ Overallotment Notice”) to each Preferred Shareholder that has elected to purchase all of its First Refusal Allotment of the Offered Shares (each a “Fully Participating Preferred Shareholder”), which notice shall set forth the number of remaining Offered Shares not purchased by the other Preferred Shareholders (“Preferred Shareholders’ Overallotment Shares”), and shall offer the Fully Participating Preferred Shareholders the right to acquire its First Refusal Allotment of the Preferred Shareholders’ Overallotment Shares. Each Fully Participating Preferred Shareholder shall have ten (10) days after delivery of the Preferred Shareholders’ Overallotment Notice (the “Preferred Shareholders’ Overallotment Period”) to deliver a written notice to the Selling Shareholder (the “Participating Preferred Shareholders’ Overallotment Notice”) of its election to purchase its First Refusal Allotment of the Preferred Shareholders’ Overallotment Shares on the same terms and conditions as set forth in the Transfer Notice, which such Participating Preferred Shareholders’ Overallotment Notice shall also indicate the maximum number of the Pref...
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Related to Option of the Preferred Shareholders

  • Shares The term “

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.