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...
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.
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...
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.