Common Stock Repurchases. The Company hereby agrees not to effect any repurchases or redemptions of shares of Common Stock at any time at which the result of such repurchases or redemptions would be to cause the Subject Shares or the Conversion Shares held by the Investor Stockholders on an as converted basis to trigger a change of control provision pursuant to any material contract of the Company.
Common Stock Repurchases. (a) Subject to the last two sentences of this Section 6.15(a), the Company shall use commercially reasonable best efforts to purchase prior to the Closing at prevailing market prices to the extent possible shares of Company Common Stock for an aggregate consideration of $1,000,000,000, and Parent shall use commercially reasonable best efforts to purchase prior to the Closing at prevailing market prices to the extent possible shares of Parent Common Stock for an aggregate consideration of $500,000,000, which purchases shall, in each case, be in addition to all other purchases permitted by this Agreement (other than Section 6.15(b)) or contemplated in the Company Disclosure Letter or the Parent Disclosure Letter. The Company and Parent shall consult on a regular basis concerning the purchases described in the preceding sentence and cooperate in connection therewith. Neither the Company nor Parent shall purchase shares pursuant to this Section 6.15(a) if it is reasonably likely that such purchases would result in the failure of the closing conditions set forth in Sections 7.02(d) and 7.03(d) or the failure of the Merger and the other Transactions to be treated as a purchase of the Company by Parent under GAAP.
(b) Prior to the Merger Effective Time, the Company shall purchase, at prevailing market prices to the extent possible, the minimum number of shares of Company Common Stock necessary in order that, after giving effect to the repurchases contemplated by Section 6.15(a), the Merger and the other Transactions are treated as a purchase of the Company by Parent under GAAP.
(c) To the extent the purchases contemplated by this Section 6.15 are inconsistent with any other provision of this Agreement, the Company Disclosure Letter or the Parent Disclosure Letter, such provision shall be deemed to be amended to permit such purchases.
Common Stock Repurchases. FPL shall use commercially reasonable efforts to purchase prior to the Closing at prevailing market prices to the extent possible shares of FPL Common Stock for an aggregate consideration of $570,000,000 (which amount includes amounts remaining from FPL's common stock repurchase program announced prior to the date of this Agreement), and Entergy shall use commercially reasonable efforts to purchase prior to the Closing at prevailing market prices to the extent possible shares of Entergy Common Stock for an aggregate consideration of $430,000,000 (which amount includes amounts remaining from Entergy's common stock repurchase program announced prior to the date of this Agreement). Notwithstanding the foregoing, FPL or Entergy, as applicable, shall not be required to make any such purchases to the extent that (after considering factors including (i) the performance of the FPL Common Stock or the Entergy Common Stock, as applicable, in relation to the Standard & Poor's Electric Utility Index, (ii) whether such purchases are consistent with establishing with Standard & Poor's Corporation a BBB+ credit rating for the Company and maintaining with Standard & Poor's Corporation satisfactory credit ratings for FPL and its subsidiaries or Entergy and its subsidiaries, as applicable, (iii) the likelihood of the Closing occurring, (iv) whether such purchases would allow adequate resources to fund capital expenditures and (v) whether such purchases would be consistent with applicable law) FPL or Entergy, as applicable, reasonably determines that it would be imprudent to make such repurchases. FPL and Entergy shall consult on a regular basis concerning the purchases described in the first sentence of this Section 5.15 and cooperate in connection therewith. Neither FPL nor Entergy shall purchase shares pursuant to this Section 5.15 if it is reasonably likely that such purchases would result in the failure of the closing conditions set forth in Sections 6.02(c) and 6.03(c) or the failure of the Mergers and the other transactions contemplated hereby to be treated as a "purchase" of Entergy by FPL under GAAP.
Common Stock Repurchases. Assuming receipt of the necessary funds, at ------------------------ the Closing DBI will repurchase from the Shareholders and the Shareholders will sell, pro rata in accordance with their interests, outstanding DBI Common Stock with an aggregate value (the "Common Stock Repurchase Amount") equal to the estimated Equity Value minus $15,000,000 minus the Option Value. The purchase price per share shall be equal to the estimated Per Share Equity Value, determined by estimating the Working Capital Adjustment based upon DBI's records. Such purchase price will be paid in cash to each Shareholder upon the surrender of the certificate(s) representing the DBI Common Stock owned by such Shareholder. The Per Share Equity Value will be subject to adjustment as provided in Section 1.4(D). The Common Stock Repurchase Amount, less the amount required to be placed in escrow under the terms of Section 3.3(A)(1), shall be paid by DBI to the Shareholders by wire transfer of immediately available funds to such accounts designated by the Shareholders prior to Closing.
Common Stock Repurchases. (a) For a period of one year following the Initial Closing Date, the Company shall not undertake any Common Stock repurchase unless the repurchase price for such Common Stock is at or below book value on the date of such repurchase. This Section 4.13 shall not apply to (i) cashless exercises of employee stock options and similar instruments pursuant to the Company’s Equity Incentive Plans and the options and other instruments issued thereunder and (ii) any Common Stock repurchase undertaken in connection with the Company’s existing repurchase plan meeting the requirements of Rule 10b-18 under the Exchange Act or any successor plan for the repurchase of up to $10,000,000 of Common Stock.
(b) In the event that, after giving effect to any planned or proposed repurchase of Common Stock by the Company, whether pursuant to the Company’s existing repurchase plan or otherwise, the Purchasers would as a result beneficially own, in the aggregate, Warrants and Warrant Shares representing 25% or more of the then outstanding shares of Common Stock of the Company (assuming for purposes of this calculation that all Warrants then beneficially owned by the Purchasers are deemed to be exercised in full and Warrant Shares issuable upon such exercise are deemed to be outstanding shares of Common Stock), the Company shall effect a repurchase of Warrants and/or Warrant Shares then beneficially owned by the Purchasers, prior to or concurrently therewith, such that, after giving effect to such repurchase of Warrants or Warrant Shares, the Purchasers would beneficially own, in the aggregate, Warrants and Warrant Shares representing less than 25% of the then outstanding shares of Common Stock of the Company (assuming for purposes of this calculation all Warrants then beneficially owned by the Purchasers are deemed to be exercised in full and Warrant Shares issuable upon such exercise are deemed to be outstanding shares of Common Stock). Such repurchase of Warrants and/or Warrant Shares shall be effected on a pro rata basis among the Purchasers according to the proportion that the Warrants and Warrant Shares held by each such Purchaser bears to the number of Warrants and Warrant Shares held by all Purchasers in the aggregate, in each case, prior to giving effect to such repurchase, unless otherwise agreed by the Purchasers. Each Purchaser shall have the right to elect whether and in what proportion such repurchase will be effected in Warrants and/or Warrant Shares. The repurchase pr...
