Purchase of Option Shares Clause Samples
The 'Purchase of Option Shares' clause defines the terms under which a party may acquire shares that are subject to an option agreement. Typically, this clause outlines the process for exercising the option, including the notice requirements, the purchase price, and the timeline for completing the transaction. For example, it may specify that the option holder must provide written notice to the company and pay a predetermined price per share within a certain period. The core function of this clause is to provide a clear and enforceable mechanism for the transfer of shares under an option, thereby reducing uncertainty and potential disputes between the parties.
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to the Firm Shares. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and the Underwriters will become obligated to purchase, in each case subject to the terms and conditions set forth herein, the number of Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares.
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, all or less than all of the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The Option may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On any Option Closing Date, the Company shall issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.
Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.
Purchase of Option Shares. Gentlemen: In accordance with my Stock Option Agreement dated as of (“Agreement”) with WisdomTree Investments, Inc. (the “Company”), I hereby irrevocably elect to exercise the right to purchase shares of the Company’s common stock, par value $.01 per share (“Common Stock”), which are being purchased for investment and not for resale. As payment for my shares, enclosed is (check and complete applicable box[es]):
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, up to [__] Option Shares. The purchase price to be paid for the Option Shares (net of discounts and commissions) will be $[____] per Option Share. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of shares of Common Stock to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of shares of Common Stock specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares.
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares, representing fifteen percent (15%) of the Firm Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or, in each case, through the facilities of DTC (as defined below)) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.
Purchase of Option Shares. (a) In the event that the Termination Date occurs for any reason prior to an Initial Public Offering or an Approved Sale, the Option Shares shall be subject to repurchase as follows:
(i) Issuer, during the sixty (60) days following the later of the Termination Date or the date upon which Optionee gives notice in accordance with Section 7 hereof of his election to exercise all or a part of the portion of the Option vested at the Termination Date (the "Repurchase Period"), shall have the right to purchase all, but not less than all, of the Option Shares owned by Optionee on the Termination Date or to be acquired by Optionee pursuant to such notice of exercise.
(ii) In the event that Optionee becomes entitled to acquire Option Shares after the Termination Date, Issuer may notify Optionee in accordance with Section 9(b) hereof that Issuer will purchase any Option Shares that Optionee may thereafter acquire upon the exercise of the Option and shall set the Purchase Date (as hereinafter defined) and shall purchase such Option Shares, if any, pursuant to the terms of this Agreement.
(iii) The purchase price (the "Repurchase Price") for each Option Share shall be Fair Market Value, provided, however, that in the case of Option Shares purchased by Optionee during the 90-day period immediately preceding the Purchase Date, if no material adverse change in the business or financial condition of the Employer occurs during such 90-day period, the purchase price shall be the greater of Fair Market Value or the per share exercise price paid by Optionee upon his acquisition of the Option Share.
(iv) If Issuer elects to purchase the Option Shares, it shall notify Optionee at or before the end of the Repurchase Period and the Repurchase Price shall be paid in cash at a time set by Issuer which time shall be within thirty (30) days after the end of the Repurchase Period (the "Purchase Date"), provided that Optionee has presented to Issuer an Endorsed Certificate.
(v) The Option Shares shall be transferred to Issuer free and clear of all liens, encumbrances, mortgages, pledges, security interests, restrictions, prior assignments and claims of any kind or nature whatsoever except those created by the Restated Certificate of Incorporation or this Agreement. If Issuer does not purchase the Option Shares, the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect. Notwithstanding Optionee's failure to ...
Purchase of Option Shares. Gentlemen: In accordance with my Stock Option Agreement dated as of January 12, 2011 (“Agreement”) with Frederick’s of Hollywood Group Inc. (the “Company”), I hereby irrevocably elect to exercise the right to purchase _________ shares of the Company’s common stock, par value $.01 per share (“Common Stock”), which are being purchased for investment and not for resale. As payment for my shares, enclosed is a certified or bank check payable to Frederick’s of Hollywood Group Inc. in the sum of $ . I hereby represent, warrant to, and agree with, the Company that
Purchase of Option Shares. Gentlemen: In accordance with my Stock Option Agreement dated as of September 25, 1996 ("Agreement") with HumaScan Inc. (the "Company"), I hereby irrevocably elect to exercise the right to purchase _________ shares of the Company's common stock, par value $.01 per share ("Common Stock"), which are being purchased for investment and not for resale. As payment for my shares, enclosed is (check and complete applicable box[es]): a [personal check] [certified check] [bank check] payable to the order of "HumaScan Inc." in the sum of $_________; confirmation of wire transfer in the amount of $_____________; and/or certificate for ____ shares of the Company's Common Stock, free and clear of any encumbrances, duly endorsed, having a fair market value of $_________. I hereby represent, warrant to, and agree with, the Company that:
Purchase of Option Shares. Gentlemen: In accordance with my Stock Option Agreement dated as of December 13, 2000 ("Agreement") with GBI Capital Management Corp. (the "Company"), I hereby irrevocably elect to exercise the right to purchase _________ shares of the Company's common stock, par value $.0001 per share ("Common Stock"), which are being purchased for investment and not for resale. As payment for my shares, enclosed is (check and complete applicable box[es]): |_| a [personal check] [certified check] [bank check] payable to the order of "GBI Capital Management Corp." in the sum of $_________; |_| confirmation of wire transfer in the amount of $_____________; and/or |_| [IF PRIOR APPROVAL OF THE COMPANY HAS BEEN OBTAINED,] certificate for ____ shares of the Company's Common Stock, free and clear of any encumbrances, duly endorsed, having a Fair Market Value (as such term is defined in the Company's 1999 Performance Equity Plan) of $_________. I hereby represent, warrant to, and agree with, the Company that