Buy-Back mechanism Sample Clauses

Buy-Back mechanism. Each Participant must do all acts, matters and things which are necessary or desirable to give effect to any Buy-Back (or transfer to a person or an entity nominated by the Company) of his or her Options and/or Plan Shares as contemplated by this document (including, but not limited to, the execution of documents).
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Buy-Back mechanism. In the event that no Qualifying Event shall have transpired by September 1, 2010, the Company shall be obligated, at the Executive’s request, to purchase shares issued to him, to the extent issued (as a result of conversion of options) and/or to compensate him for the expiration of options issued to him that have not yet been fully or partially exercised according to this Agreement. The purchase price of the shares and/or the compensation for the options, for the purpose of performing this Section, shall be determined by an agreed evaluator, the identity of whom shall be determined by both parties, provided that such evaluator shall be a reputed investment bank having experience in the pharmaceutical field. In the event that that no agreement shall be achieved in respect of the appointment of an evaluator within 45 days of the Executive’s application to the Company, then each party shall be entitled to apply to the President of the Israel Bar Association such that he or she shall appoint an evaluator as aforesaid.
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Related to Buy-Back mechanism

  • Cashless Settlement Mechanism Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Adjustment Procedure (a) Sellers will prepare and will cause , the Company's certified public accountants, to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, including a computation of consolidated stockholders' equity as of the Closing Date. Sellers will deliver the Closing Financial Statements to Buyer within sixty days after the Closing Date. If within thirty days following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Xxxxx gives such no xxxx of objection, then the issues in dispute will be submitted to , certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination.

  • Determination of Realized Tax Benefit Section 2.01.

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