Agreement to Repurchase Clause Samples
An Agreement to Repurchase clause establishes the obligation or right of one party to buy back certain assets, securities, or goods from another party, typically under predefined conditions. In practice, this clause is often used in financial transactions such as repurchase agreements (repos), where a seller agrees to repurchase the sold asset at a later date and at a specified price. The core function of this clause is to provide a mechanism for temporary transfer of ownership while ensuring the original seller can regain possession, thereby facilitating short-term financing or liquidity management.
Agreement to Repurchase. If (a) the Cross-border Restructuring is terminated in accordance with the terms of the Restructuring Framework Agreement; (b) the Company has not entered into any Business Combination Agreement on or before 30 June 2022; or (c) the Company has entered into a Business Combination Agreement but closing under the Business Combination Agreement has not occurred on or before 30 June 2022 or such later date mutually agreed by the Selling Shareholder and the Company in writing (each a “Trigger Event”), the Selling Shareholder shall have the right to require the Company to repurchase the Repurchased Shares, exercisable by way of the Selling Shareholder delivering a written notice (specifying a closing date of such repurchase ("Closing Date") which shall be no earlier than 10 Business Days after the date of such notice) to the Company on or after the occurrence of a Trigger Event. Upon delivery of the written notice, the Selling Shareholder shall sell, assign, transfer, convey and deliver to the Company, and the Company shall repurchase from the Selling Shareholder, all of the legal and beneficial right, title and interest in and to the Repurchased Shares on the Closing Date in accordance with the terms and conditions set forth herein (the “Repurchase”). The Parties shall take all actions necessary to consummate the Repurchase of the Repurchased Shares, free of all liens, claim, restriction upon transfer, mortgage, pledge, security interest, option, right of first refusal, co-sale right, community property interest, charges and any agreement to provide any of the foregoing or other encumbrances of any kind, save as provided under the shareholders agreement and the amended and restated memorandum and articles of association of the Company.
Agreement to Repurchase. Subject to the terms of this Repurchase Agreement, each undersigned investor (each, an “Investor” and, collectively, the “Investors”) agrees to sell to The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), and the Company agrees to purchase from the Investors, an aggregate of 150,000 shares (the “Repurchased Preferred Stock”) of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) that it beneficially owns for cash (the “Repurchase Consideration”) in an aggregate amount equal to the product of (x) the sum of (i) $2,958.34, plus (ii) the total accrued Regular Dividends (as defined in the Certificate of Designations) per share of Repurchased Preferred Stock from, and including, the immediately preceding Regular Dividend Payment Date to, but excluding, the Closing Date that have not been paid in cash, and (y) 150,000 (such sale and purchase, the “Repurchase”). The shares of Repurchased Preferred Stock are allocated among the Investors as set forth next to each Investor’s name in the Schedule of Investors attached hereto as Schedule B (the “Investor Schedule”). The parties acknowledge and agree that, upon consummation of the Repurchase, the Investors shall hold no further shares of Preferred Stock and no shares of Common Stock. Subject to the terms and conditions of this Repurchase Agreement, at the Closing, the Company shall pay the Investors an aggregate cash payment equal to the Repurchase Consideration, which Repurchase Consideration shall be allocated among the Investors in accordance with the Investor Schedule. No cash or other consideration in excess of the Repurchase Consideration will be paid or given to the Investors in respect of any accumulated and unpaid dividends on the shares of Preferred Stock to be repurchased in the Repurchase. The Repurchase Consideration will be deemed to satisfy in full all accumulated and unpaid dividends on such shares of Repurchased Preferred Stock. The Repurchase will occur in accordance with the procedures set forth in Section 3 hereof.
Agreement to Repurchase. On the basis of the representations and warranties and mutual agreements contained in this Agreement, and upon satisfaction of the conditions set forth in Section 5 hereof, the Holder irrevocably agrees to sell to the Company, and the Company irrevocably agrees to repurchase from the Holder, the Repurchased Note in exchange for a consideration of US$38,860,000 (the “Repurchase Price”), plus US$47,917 equal to all the accrued and unpaid interest on the Repurchased Note to October 24, 2018 (together with the Repurchase Price, the “Total Consideration”). Such repurchase is referred to herein as the “Repurchase”.
Agreement to Repurchase. The Seller shall sell to the Company, and the Company shall repurchase from the Seller, all of the Repurchased Shares in accordance with the terms and conditions set forth herein.
1 Delete if not applicable.
Agreement to Repurchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Global Beverage hereby agrees to sell, and the Buyer hereby agrees to buy, the Secured Promissory Note for an aggregate purchase price of $700,000 (the "Purchase Price").
Agreement to Repurchase. To the extent the Investor purchases and acquires shares of Common Stock in the Offering, the Company and the Investor agree that the Company will repurchase from the Investor, a number of shares of 10% Series C Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $1,000 per share (the “Series C”) of the Company at a repurchase price equal to $1,100 per share of Series C (the “Repurchase Price”). The number of shares of Series C to be repurchased by the Company pursuant to this Section (the “Number of Shares”) shall be equal to the quotient of (i) the amount in USD paid by the Investor for the Common Stock in the Offering divided by (ii) the Repurchase Price. If such quotient would result in a fractional share of Series C, the Number of Shares shall be rounded down to the nearest whole number but the aggregate Repurchase Price for all shares of Series C to be repurchased shall be equal to the amount in USD paid by the Investor for Common Stock in the Offering. To the extent the Investor exercises its pre-emptive rights in connection with the issue and sale of additional shares of Common Stock by the Company pursuant to the over-allotment option related to the offering the terms of this Agreement will apply to the offering of such additional shares (the “Green-Shoe Offering”) and references in this Agreement to the “Offering” shall be deemed to be references to the “Green-Shoe Offering” and the Company and the Investor agree that the Company will repurchase an additional number of shares of Series C on the same terms and subject to the same conditions as set forth herein.
Agreement to Repurchase