Termination of Purchase Right Sample Clauses

The 'Termination of Purchase Right' clause defines the conditions under which a party's right to purchase an asset or property is ended. Typically, this clause outlines specific events or timeframes—such as failure to meet payment deadlines, breach of contract, or the occurrence of certain triggering events—that will cause the purchase right to lapse or be revoked. By clearly stating when and how the purchase right can be terminated, this clause provides certainty to both parties and helps prevent disputes over entitlement to the asset.
Termination of Purchase Right. The right of the Company and the Investors to purchase shares of Executive Stock pursuant to this Section 7 shall terminate upon the earlier of (i) a Sale of the Company, or (ii) if Executive remains Employed by the Company continuously from the Effective Date through the fifth anniversary of such date, upon such fifth anniversary (unless Publishing terminates Executive's employment for Cause thereafter).
View SourceView Similar (4)
Termination of Purchase Right. The Purchase Right shall terminate upon the earliest to occur of the following (each a “Termination Event”): (i) PIF’s or Lonza’s execution of an investor rights agreement or similar agreement in connection with a Threshold Offer; (ii) PIF and/or Lonza fails to give notice of its desire to exercise the Purchase Right during the Exercise Period for a Qualifying Offer which has its final closing within [***] of the date such notice was received by PIF and Lonza and which is closed on terms that are the same or less favorable to the investors than the terms contained within the notice given by TDTx to PIF and Lonza in accordance with Section 3.1.2(a); (iii) The closing of a firm commitment underwritten public offering of TDTx’s common stock; or (iv) The closing of the sale of all or substantially all of TDTx’s assets to a company publicly traded on one of the Major Recognized Exchanges.
View SourceView Similar (2)
Termination of Purchase Right. The right of the Company to purchase shares of Executive Stock pursuant to this Section 7 shall terminate upon the earlier of a Sale of the Company or an Initial Public Offering (as defined in the Plan) of the Company.
View Source
Termination of Purchase Right. Upon Closing and sale and issuance of the Class D Shares, the right of B▇▇▇▇▇▇▇ to purchase shares of Class A Common Stock for cash in an amount up to an aggregate of $3,000,000, as set forth in more detail in Section 2.4 of that certain Amended and Restated Stock Subscription Agreement, dated February 9, 2004, between the Company and B▇▇▇▇▇▇▇, as amended, shall terminate.
View Source
Termination of Purchase Right. The Purchase Right shall terminate upon the earliest to occur of the following: (A) The Regent’s (or its Nominee’s) execution of an investor rights agreement or similar agreement (each a “Rights Agreement”) providing The Regents with a right to purchase shares of the Licensee’s capital stock in future Financing Rounds regardless of any minimum shareholding requirement; (B) The closing of the Licensee’s Qualified Financing pursuant to the SPA; (C) The Regent’s (or its Nominee’s) written notification to the Licensee that it will not exercise its Purchase Right; (D) [***] days following Licensee’s written notification to The Regents of its intent to file a registration statement in connection with a firm commitment underwritten public offering of Licensee’s common stock (“IPO”); or (E) The consummation of a Liquidation Event or Deemed Liquidation Event.
View Source
Termination of Purchase Right. Sections 1(b)-1(f) of this Agreement shall terminate upon the exercise in full or expiration of the Purchase Right, whichever occurs first; provided, however, that Section 1(f) shall not terminate with respect to Completed Subsequent Milestones and Section 2(c).
View Source
Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights: (i) A Participant may withdraw from the offering period in which he or she is enrolled by filing the appropriate form with the Plan Administrator (or its designate) at any time prior to the next scheduled Purchase Date in that offering period, and no further payroll deductions or other contributions pursuant to Section VI.E. shall be collected from the Participant with respect to the offering period. Any payroll deductions or other contributions pursuant to Section VI.E. collected during the Purchase Interval in which such withdrawal occurs shall, at the Participant’s election, be immediately refunded (in the currency in which paid by the Corporation or applicable Participating Affiliate) or held for the purchase of shares on the next Purchase Date. If no such election is made at the time of such withdrawal, then the payroll deductions or other contributions pursuant to Section VI.E. collected with respect to the Purchase Interval in which such withdrawal occurs shall be refunded (in the currency in which paid by the Corporation or applicable Corporate Affiliate) to the Participant as soon as possible. (ii) The Participant’s withdrawal from the offering period shall be irrevocable, and the Participant may not subsequently rejoin that offering period. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before his or her scheduled Entry Date into that offering period. (iii) Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the Participant’s payroll deductions or other contributions pursuant to Section VI.E. for the Purchase Interval in which the purchase right so terminates shall be immediately refunded in the currency in which paid by the Corporation or applicable Participating Affiliate. However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the right, exercisable up until the last business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll deductions or other contributions pursuant to Section VI.E. collected to date on his o...
View Source
Termination of Purchase Right. The purchase right provided under this Article III shall terminate upon the earlier of: (a) effective immediately prior to, and shall no longer be applicable after, the closing of an IPO, or (b) the date that B▇▇▇▇▇▇ (together with any transferee of B▇▇▇▇▇▇ in a Permitted Transfer) no longer owns at least ninety percent (80%) of the B▇▇▇▇▇▇ Original Shares.
View Source
Termination of Purchase Right 
View SourceView Similar (4)

Related to Termination of Purchase Right

  • Termination of the Repurchase Right The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph C.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Repurchase Right (i) (A) At any time prior to the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the lesser of (1) the purchase price per Share as provided herein or (2) the Current Market Price (as defined herein) of the Common Stock; and (B) at any time on or after the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the Current Market Price of the Common Stock. Such right of the Company may be exercised by providing a notice of repurchase (the “Repurchase Notice”) to the Purchaser not less than five business days prior to the date repurchase is to be made pursuant to this Section 4(e), specifying the date of such repurchase (the “Repurchase Date”) and the number of shares of Class B Stock to be repurchased. The Repurchase Notice having been so given by the Company, the aggregate repurchase price for the shares of Class B Stock to be so repurchased shall become due and payable on the Repurchase Date. (ii) For purposes of this Agreement: (A) “Current Market Price” per share of a security at any date herein shall mean the average daily Closing Price (as defined herein) of such security for the 20 consecutive Trading Days (as defined herein) preceding such date (subject to equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in such security); provided, however, that in the case of the Common Stock, where no public market exists for the Common Stock at the time of exchange, the Current Market Price per share of the Common Stock shall be as determined by an independent investment banking firm experienced in the valuation of securities of property and casualty insurance companies and selected by the Company (at the Company’s expense); provided that, after receipt of the determination by such firm, the Purchaser shall have the right to select (at the expense of the Purchaser) a second such investment banking firm to make such determination, in which case the Current Market Price shall be the average of the two determinations; and provided further that such determination need not be made more frequently than once every six months and any determination shall be superceded by a good faith determination by the Company’s board of directors that shall be required if a material event reasonably likely to affect the value of the Common Stock (such as a placement of equity securities) should occur after the next preceding determination, whether by an investment banking firm or firms, or by the Company’s board of directors.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(g) (Redemption at the option of Noteholders), or such other period as may be specified in the relevant Final Terms applicable to the Notes, for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes, such Definitive Notes in accordance with Condition 9(g) (Redemption at the option of Noteholders), such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.