Certain Repurchases. (a) Upon written notice to the ------------------- Company by Parent (the "Repurchase Notice") at any time prior to the Topping Fee ----------------- Termination Date (the "Repurchase Period"), the Company and its successors in ----------------- interest shall repurchase from Parent all or any portion of (i) the Topping Fee Option, as specified by Parent, at the Option Repurchase Price set forth in Section 5.3(b)(i), or (ii) the shares of the Company's Common Stock purchased by Parent pursuant to the Topping Fee Option, as specified by Parent, at the Share Repurchase Price set forth in Section 5.3(b)(iii).
(b) For purposes of this Section 5.3, the following definitions shall apply: (i) "Option Repurchase Price" shall mean (A) the difference between the ----------------------- Option Repurchase Market/Offer Price (as defined below) for shares of the Company's Common Stock as of the date of the applicable Repurchase Notice and the Exercise Price, multiplied by (B) the number of shares of the Company's Common Stock purchasable pursuant to the Topping Fee Option or the portion thereof covered by the applicable Repurchase Notice, but only if the Option Repurchase Market/Offer Price is greater than the Exercise Price; (ii) "Option ------ Repurchase Market/Offer Price" shall mean, as of any date, the higher of (A) the ----------------------------- highest price per share offered as of such date pursuant to any tender or exchange offer or other offer with respect to a business combination offer involving the Company or any of its material subsidiaries as the target party which was made prior to such date and not terminated or withdrawn as of such date, and (B) the Fair Market Value (as defined below) of the Company's Common Stock as of such date; (iii) "Share Repurchase Price" shall mean the product of ---------------------- (A) the sum of (1) the Exercise Price paid by Parent per share of the Company's Common Stock acquired pursuant to the Topping Fee Option, and (2) if the Share Repurchase Market/Offer Price (as defined below) is greater than the Exercise Price, the difference between the Share Repurchase Market/Offer Price and the Exercise Price, and (B) the number of shares of the Company's Common Stock to be repurchased pursuant to this Section 5.3; (iv) "
Certain Repurchases. If the Company or one or more of its wholly owned subsidiaries purchases Common Stock in a tender offer subject to Rule 13e-4 under the Exchange Act (not including any exchange offer pursuant to Section 3(a)(9) of the Securities Act) where (i) the number of shares purchased in such tender offer exceeds 30% of the number of shares of Common Stock outstanding on the last date on which tenders may be made pursuant to such tender offer (the “offer expiration date”) and (ii) the cash and value of any other consideration included in the payment per share of Common Stock validly tendered exceeds the average VWAP for the Common Stock for the consecutive 10 Trading Days commencing with the Trading Day immediately after the offer expiration date, in which event the Exercise Price will be adjusted based on the following formula: EP1 = EP0 x (SP1 x OS0) / (FMV + (SP1 x OS1)) where, EP0 = the Exercise Price in effect at the Close of Business on the offer expiration date EP1 = the Exercise Price in effect immediately after the offer expiration date FMV = the Fair Market Value, on the offer expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered and not withdrawn as of the offer expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding at the last time tenders may be made pursuant to such tender offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the average VWAP for the Common Stock for the consecutive 10 Trading Days commencing with the Trading Day immediately after the Expiration Time The adjustment of the Exercise Price under this subsection (e) will be made at the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the offer expiration date, but will be given effect as of the open of business on the Business Day following the offer expiration date. For purposes of determining the Exercise Price in respect of any exercise during the 10 Trading Days commencing on, and including, the Trading Day next succeeding the offer expiration date, references within this subsection (e) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the offer expiration date to, but excluding, the Exercise Date. ...
Certain Repurchases. (a) The Company shall not itself, and shall not permit any Subsidiary to redeem, repurchase or otherwise acquire in any one transaction or series of related transactions any shares of Common Stock if the number of shares so repurchased, redeemed or otherwise acquired in such transaction or series of related transactions (excluding any Option Share Surrender) is more than either (x) 5.0% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions or (y) 1% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions if such transaction or series of related transactions is with any one person or group of affiliated persons, unless the Company or such Subsidiary offers to purchase for cash from the Holder at the time of such redemption, repurchase or acquisition the same percentage of the outstanding principal amount of this Note as the percentage of the number of outstanding shares of Common Stock to be so redeemed, repurchased or acquired at a purchase price equal to the greater of (i) the Premium Price on the date of purchase pursuant to this Section 3.1(a) and (ii) the Converted Market Price on the date of purchase pursuant to this Section 3.1(a); provided, however, that if in connection with any determination of the purchase price payable pursuant to this Section 3.1 the amount specified in clause (y) of the definition of the term Converted Market Price is greater than 200% of the Ceiling Price on the date as of which such amount is determined, then for purposes of computing the purchase price payable pursuant to this Section 3.1 in such instance, the amount otherwise specified in clause (y) of the definition of the term Converted Market Price shall be reduced by 20% of the amount by which (A) the amount otherwise specified in clause (y) of the definition of the term Converted Market Price exceeds (B) the Ceiling Price on the date as of which such amount is determined.
(b) The Company shall not, and shall not permit any Subsidiary, directly or indirectly to repurchase, redeem or otherwise acquire any shares of its capital stock other than Common Stock other than repurchases or redemptions of the Company's Series A Preferred Stock or Series D Convertible Preferred Stock which are required to be made by the Company in accordance with the terms thereof as in effect on the Issuance Date or as proposed to be amended pursuant to the Am...
Certain Repurchases. Upon written notice (a "Repurchase Notice"):
(i) Grantee "Put". By Grantee to Grantor:
Certain Repurchases. (a) At the request of Parent at any time ------------------- during the Option Period, Company (or any successor entity thereof) shall repurchase from Parent the Option, or any portion thereof, for a price equal to the amount by which the Market/Tender Offer Price for Common Shares as of the date Parent gives notice of its intent to exercise its rights under this Section 11 exceeds the Purchase Price, multiplied by the number of Common Shares purchasable pursuant to the Option (or the portion thereof with respect to which Parent is exercising its rights under this Section 11). For purposes of this Agreement, the term "Market/Tender Offer Price" means the greater of (i) the highest price per Common Share paid as of the date Parent gives notice of its intent to exercise its rights under this Section 11 pursuant to any tender or exchange offer or other Acquisition Proposal and (ii) the average of the closing sale prices per Common Share on the principal securities exchange or quotation system for Common Shares for the ten trading days immediately preceding such date.
Certain Repurchases. (a) At the request of the Company by written notice (the "Cash-Out Notice") at any time during which the Option is exercisable pursuant to Section 2, Parent (or any successor entity thereof) shall, to the extent permitted by applicable law and subject to the receipt by it of any consent or waiver required by it under the terms of any indenture, loan document or other contract, pay to the Company, in consideration of the redelivery and cancellation without exercise of the Option (in whole and not in part), an amount in cash (the "Cash-Out Amount") equal to the difference between the "Market/Offer Price" (as defined below) for shares of Parent Common Stock as of the date the Company delivers the Cash-Out Notice and the Exercise Price, multiplied by the total number of the Parent Shares, but only if the
Certain Repurchases. (a) 3COM "PUT". Subject to the limitations set forth in Section 2(f), upon written notice to USR by 3Com (the "Repurchase Notice"):
(i) at any time during which the USR Option is exercisable pursuant to Section 2 (the "Repurchase Period"), USR and its successors in interest shall repurchase from 3Com all or any portion of the USR Option, as specified by 3Com, at the Option Repurchase Price set forth in Section 7(b)(i); and
(ii) at any time prior to the Expiration Date (as defined in Section 8), USR and its successors in interest shall repurchase from 3Com all or any portion of the shares of USR Common Stock purchased by 3Com pursuant to the USR Option, as specified by 3Com, at the Share Repurchase Price set forth in Section 7(b)(ii).
Certain Repurchases. (a) Parent Put. At the request of Parent at any time during which the Stock Option is exercisable pursuant to Section 2 (the "Repurchase Period"), Eckerd (or any successor entity thereof) shall repurchase from Parent the Stock Option, or any portion thereof, for a price equal to the amount by which the "Market/Tender Offer Price" for shares of Eckerd Common Stock as of the date Parent gives notice of its intent to exercise its rights under this Section 7 (defined as the higher of (A) the highest price per share paid as of such date pursuant to any tender or exchange offer or other Acquisition Proposal or (B) the average of the closing sale prices of shares of Eckerd Common Stock on the NYSE for the ten trading days immediately preceding such date) exceeds the Exercise Price, multiplied by the number of shares of Eckerd Common Stock purchasable pursuant to the Stock Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)).
Certain Repurchases. (a) Ascend "Put". At any time during which the Cascade Option is exercisable pursuant to Section 2 (the "Purchase Period"), upon written notice to Cascade by Ascend (the "Repurchase Notice"):
(i) Cascade and its successors in interest shall repurchase from Ascend all or any portion of the Cascade Option, as specified by Ascend, to the extent not previously exercised, at the Option Repurchase Price set forth in Section 7(b)(i), subject to and as limited by Section 2(f) above; and
(ii) Cascade and its successors in interest shall repurchase from Ascend all or any portion of the shares of Cascade Common Stock purchased by Ascend pursuant to the Cascade Option, as specified by Ascend, at the Share Repurchase Price set forth in Section 7(b)(ii) subject to and as limited by Section 2(f) above. B-5
Certain Repurchases. (a) At the request of Parent at any time during which the Option is exercisable pursuant to Section 1, the Company (or any successor entity thereof) shall repurchase from Parent the Option, or any portion thereof, for a price equal to the amount by which the "Market/Tender Offer Price" for shares of the Company Common Stock as of the date Parent gives notice of its intent to exercise its rights under this Section 2 (defined as the higher of (i) the highest price per share of the Company Common Stock paid as of such date pursuant to any tender or exchange offer or other Company Acquisition and (ii) the average of the closing sale prices of shares of the Company Common Stock on the Nasdaq National Market for the five trading days immediately preceding such date) exceeds the Exercise Price, multiplied by the number of shares of the Company Common Stock purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 2)).
(b) In the event Parent exercises its rights under this Section 2, within ten (10) business days thereafter, (i) the Company shall pay the required amount to Parent in immediately available funds by wire transfer, (ii) Parent shall surrender to the Company the Option, and (iii) Parent shall warrant that it owns the Option free and clear of all liens or other encumbrances of any kind or nature whatsoever.
(c) As used in this Agreement, "Company Acquisition" means the occurrence of any of the following events: (i) the acquisition by a third party of fifty percent (50%) or more of the assets of the Company and its subsidiaries taken as a whole; (ii) the acquisition by a third party of fifty percent (50%) or more of the outstanding shares of Company Common Stock or any securities convertible into or exchangeable for shares of Company Common Stock that would constitute fifty percent (50%) or more of the outstanding shares of Company Common Stock upon such conversion or exchange, or any combination of the foregoing; (iii) the acquisition by the Company of the assets or stock of a third party if, as a result of which the outstanding shares of the Company immediately prior thereto are increased by one hundred percent (100%) or more; or (iv) the merger, consolidation or business combination of the Company with or into a third party, where, following such merger, consolidation or business combination, the shareholders of the Company (other than the third party or its affiliates) prior to su...
