COMMON STOCK REPURCHASE PROGRAM Sample Clauses

COMMON STOCK REPURCHASE PROGRAM. Section 4.04(g) of the Affiliation Agreement is amended and restated in its entirety as follows: (1) The Company will adopt, implement as soon as practicable (but in any event prior to the time necessary to comply with its obligations set forth in this Section 4.04(g)) and maintain a comprehensive, long-term common stock repurchase program (the "COMMON STOCK REPURCHASE PROGRAM") for general corporate purposes. (2) The Company agrees that, pursuant to the Common Stock Repurchase Program, prior to any issuance or sale of shares of Common Stock by the Company or any of its subsidiaries, it shall have repurchased a number of shares of Common Stock such that, immediately after such issuance, Roche's Ownership Percentage is at least equal to Roche's lowest Ownership Percentage at any time after the Offering but prior to such issuance; except that the Company and its subsidiaries may issue or sell shares of Common Stock up to an amount that would cause Roche's Ownership Percentage to be no more than two percentage points below Roche's Minimum Percentage. (3) As long as Roche's Ownership Percentage is greater than 50%, the Company agrees that, pursuant to the Common Stock Repurchase Program, prior to the issuance or sale of shares of Common Stock by the Company or any of the subsidiaries, it shall have repurchased a number of shares of Common Stock such that, immediately after such issuance, Roche's Ownership Percentage is greater than 50%. (4) Pursuant to the Common Stock Repurchase Program, upon Roche's written request, the Company will promptly (but in any event (i) if Roche's Ownership Percentage is less than or equal to 61% within 60 days and (ii) if Roche's Ownership Percentage is more than 61% within 6 months) repurchase the amount of shares of Common Stock specified by Roche in such written request, provided such amount shall be no greater than the amount required to cause Roche's Ownership Percentage to be not less than Roche's Minimum Percentage. (5) Notwithstanding the foregoing, nothing in this Section 4.04(g) shall require the Company to take any action that would, in the Company's reasonable determination, adversely affect the Company's accounting for its stock option and employee stock purchase plans, and the parties shall cooperate to effect repurchases in a manner that will not have a substantial adverse economic impact on the Company. It is understood that any reduction in the Company's cash position as a result of such repurchases is not a "subs...
Sample 1
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COMMON STOCK REPURCHASE PROGRAM. (a) The Company will adopt, implement as soon as practicable (but not later than thirty (30) days after the Closing), and maintain a comprehensive, long-term normal course issuer bid (the “Common Stock Repurchase Program”) for general corporate purposes in accordance with Applicable Law.
Sample 1
COMMON STOCK REPURCHASE PROGRAM. (i) The Company will adopt, implement as soon as practicable (but not more than sixty (60) days after the Offering), and maintain a comprehensive, long-term common stock repurchase program to satisfy its obligation to deliver shares upon exercise of stock options granted under a stock option plan (the "Common Stock Repurchase Program"). The Company agrees that, pursuant to the Common Stock Repurchase Program, prior to any issuance of shares of Common Stock by the Company for purposes contemplated by the Common Stock Repurchase Program, it shall have repurchased a number of shares of Common Stock such that, immediately after such issuance, the PDL Stockholders' Ownership Percentage is equal to or greater than the PDL Stockholders' lowest Ownership Percentage at any time after the Offering but prior to such issuance; provided that (i) nothing in this Section 3.1(g) shall require the Company to take any action that would, in the Company's reasonable determination, adversely affect the Company's accounting for its stock option and employee stock purchase plans, and (ii) the parties shall cooperate to effect repurchases in a manner that will not have a substantial adverse economic impact on the Company. It is understood that any reduction in the Company's cash position as a result of such repurchases is not a "substantial adverse economic impact." (ii) The Company shall: (A) provide to the PDL Stockholders at the end of each month, and at such other times as the PDL Stockholders may request, information as to (I) the total number of shares of Common Stock repurchased by the Company in the last month and on a year-to-date basis, (II) the total number of shares of Common Stock previously issued to date, (III) the Company's current forecasts as to future issuances, and (IV) such other information as the PDL Stockholders may request in connection with the PDL Stockholders' ownership and tax consolidation objectives; and (B) notify the PDL Stockholders within one business day after the date in any month in which the total number of shares of Common Stock issued by the Company in such month equals or exceeds a number of shares representing more than 1% of the outstanding shares prior to such issuance.
Sample 1
COMMON STOCK REPURCHASE PROGRAM. In February 2002 the Company announced that its Board of Directors had approved a stock buy back program. Under the program, the Company will buy back up to one billion dollars of its common stock each year for the foreseeable future. The purchases will be made in open market purchases or privately negotiated transactions primarily using cash flows from operations. In March 2002, the Company entered into an accelerated stock repurchase master agreement to facilitate the repurchase of its shares of common stock. Pursuant to the agreement, the Company may from time to time enter into transactions to purchase shares of its common stock from the counterparty for a notional amount equal to the fair market value of the shares on the date that it elects to purchase. Six months from the date of purchase, the parties enter into a settlement pursuant to which, if the weighted average daily market prices for the stock during such six month period (other than certain days during which the Company is entitled to purchase in the market) times the number of shares initially purchased is greater than the notional amount, the Company will pay the counterparty the difference. If the average daily market price for the valuation period times the number of shares initially purchased is less than the notional amount, the counterparty will pay the Company the difference. The Company has the option of paying its settlement amount, if any, in shares of its common stock or with cash. The Company entered into its first transaction to purchase stock under the agreement in March, purchasing approximately 10.9 million shares at $27.46 per share for a total of approximately $300. The Company accounted for the initial payment as a purchase of treasury stock and has classified the future settlement with the counterparty as an equity instrument. Under the agreement, the number of shares to be issued by the Company, if the Company was required to pay the counterparty and elected to net settle in shares, is capped at ten million shares. The settlement will not occur until September 2002, and therefore, the Company is unable at this time to predict the number of shares, if any, it would have to issue out of its treasury were it to elect that payment option. Based on the Company's stock price at the end of the first quarter of 2002, the Company would receive approximately $8 in cash from the counterparty to settle the contracts. However, for every one dollar of change in the average price of t...
Sample 1

Related to COMMON STOCK REPURCHASE PROGRAM

  • Registration of Common Stock Cashless Exercise at Companys Option The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Stock Purchase At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of the Stock owned by Seller, free and clear of all Liens.

  • Registration of Ordinary Shares Cashless Exercise at Companys Option Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • Common Shares 4 Company...................................................................................... 4

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor; (b) The Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and such suspension has not subsequently been cured; (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit B; (d) The Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which is sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus shall be current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus Supplements required to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Securities Act; (e) The Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue Purchase Shares in accordance with this Agreement; and (f) No Event of Default has occurred and is continuing.

  • Common Stock 1 Company........................................................................1

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

  • Employee Stock Purchase Plan The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

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