Company Repurchase Sample Clauses

Company Repurchase. Upon receipt by the Company of a registration demand pursuant to Section 3.1(a), the Company may, but will not be obligated to, purchase for cash from any Holder so requesting registration all, but not less than all, of the Registrable Securities which are the subject of the request at a price per share equal to the average of the Closing Prices of a share of Common Stock for the ten (10) trading days immediately preceding the date of receipt by the Company of the registration request. In the event the Company elects to purchase the Registrable Securities which are the subject of a registration request, the Company shall notify the Holder within five Business Days of the date of receipt of the request by the Company, which notice shall indicate (i) that the Company will purchase for cash the Registrable Securities held by the Holder which are the subject of the request, (ii) the price per share, calculated in accordance with the preceding sentence, which the Company will pay the Holder and (iii) the date upon which the Company shall purchase the Registrable Securities, which date shall not be later than the tenth business day after receipt of the registration request. If the Company so elects to purchase the Registrable Securities which are the subject of a registration request, then upon such purchase the Company shall be relieved of its obligations under this Section 3.1 with respect to such Registrable Securities.
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Company Repurchase. (a) Until the twentieth anniversary of the Closing or, if earlier, such time as the Shareholder Group Shares represent less than 5% of the then outstanding shares of Common Stock, if the Company purchases, during any fiscal year of the Company, shares of Common Stock whether by open market repurchase or otherwise, other than by tender offer or in connection with the Company's employee benefit plans (a "REPURCHASE"), the Company shall, within 30 days after the end of such fiscal year (other than the first fiscal year end occurring after the Closing Date), deliver to Parent, on behalf of the Shareholder Group, a written offer to purchase Shareholder B-8 <PAGE> Group Shares from the members of the Shareholder Group on the terms set forth below (a "REPURCHASE OFFER"). Each Repurchase Offer shall offer to purchase a percentage of the Shareholder Group Shares as of the end of such fiscal year equal to the percentage that the shares of Common Stock repurchased from the Beneficial Owners of shares of Common Stock other than the Shareholder Group (the "PUBLIC SHARES") during such fiscal year (or, in the case of the Repurchase Offer made in respect of the first full fiscal year of the Company occurring after the Closing Date, during the period beginning on the day following the Closing Date and ending on the fiscal year end of the first full fiscal year occurring after the Closing Date) represents of the total average outstanding Public Shares during such fiscal year or period, at a price per share equal to the weighted average per share purchase price paid for Repurchases during such fiscal year or period. Each Repurchase Offer shall set forth the calculation of such percentage, average number of shares outstanding and the weighted average per share purchase price. Parent shall provide notice to the Company within 15 days of receipt of a Repurchase Offer of whether the Shareholder Group accepts such Repurchase Offer, which notice shall specify the total number of Shareholder Group Shares as to which the Repurchase Offer is accepted, the name or names of the selling Shareholder Group members and the number of Shareholder Group Shares to be sold by each such member. (b) Any purchase of Shareholder Group Shares by the Company pursuant to this Section 4.2 shall be on a mutually determined closing date which shall not be more than 20 Business Days after Parent delivers the notice of acceptance pursuant to Section 4.2(a). On the closing date, the selling members of the S...
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Company Repurchase. The provisions of Sections 4 and 5 of this Agreement shall not apply to the sale of any Stock to the Company.
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Company Repurchase. The Company agrees not to repurchase, directly or indirectly, through any of its Affiliates, all or part of any Series A Preferred Equity Membership Units held by a Series A Member without offering to purchase the Series A Preferred Equity Membership Units held by all other Series A Members on a pro rata basis and at the same price and on the same terms.
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Company Repurchase. In the event that the Company fails to comply with any provision of this Agreement, the Company shall within 30 days after the date on which the Company was required to take any action or if such date is undeterminable, the date of the receipt by the Company of a demand from any Holder (in either case, the "Initial Date"), purchase from each Holder all Registrable Securities held by each respective Holder for a purchase price (the "Purchase Price") equal to the product of (a) the average Market Value Per Share during the period beginning on the Initial Date and ending on the date of payment of the Purchase Price multiplied by (b) the number of Registrable Securities held by such Holder. The Company shall also pay all reasonable costs (including all tranfer taxes, stamp duty or SDRT) and fees associated with such purchase by the Company. Payment of the Purchase Price shall be in immediately available funds. Each Holder may, in its sole discretion, waive its right, in whole or in part, to have the Company repurchase the Registrable Securities held by him and retain the ownership of such Registrable Securities. "Market Value Per Share" at any date shall be (i) the highest reported sale price on that date with respect to each type of security in question listed on an international securities exchange or admitted to unlisted trading privileges on such an exchange or, if applicable, (ii) the highest reported sale price on that date with respect to each type of security in question quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ") or the European Association of Securities Dealers Automated Quotation System ("EASDAQ") or, if applicable, (iii) if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or reported by NASDAQ or EASDAQ.
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Company Repurchase. In the event that at any time after the Closing the U.S. government prohibits the ownership of the Shares by any Investor, unless otherwise required by such prohibition or by applicable law, the Company shall provide reasonable assistance to such Investor in selling the Shares, including by terminating the Lockup Period set forth in Section 4.2 and waiving the restrictions set forth in such Section. In the event such Investor is unable to sell any or all of the Shares to any third party or parties after using its reasonable best efforts to do so for a reasonable time period, which period shall not be in excess of one hundred and eighty (180) days or such other period in which the Company is obligated to divest the Shares, the Company shall, as soon as reasonably possible after such Investor notifies the Company that such Investor has been unable to sell any or all of the Shares to any third party or parties, repurchase all of the Shares still held by such Investor at the Repurchase Price, unless the Company is prohibited from doing so pursuant to applicable law. In connection with such repurchase, the Company shall pay the Repurchase Price to such Investor by wire transfer of immediately available funds to an account or accounts designated by such Investor, and such Investor shall execute such stock powers as shall be necessary to surrender the Shares to the Company.
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Company Repurchase. If any Management Stockholder ceases to be an employee of the Company, Monotype or any other subsidiary of the Company for any reason other than a termination of such Management Stockholder’s employment (a) without Cause or for Good Reason (as each such term is defined in the Equity Incentive Plan and construed herein as though such Management Stockholder were a “grantee” under such definitions) or (b) upon the retirement of such Management Stockholder at or after the age of sixty (60) pursuant to the established policies of the Company, the Company may elect, within ninety (90) days of the date such employment ceased (an “Employment Termination Date”) and regardless of whether such Management Stockholder may remain a Director, to repurchase all of the Shares held by such Management Stockholder at a price equal to the fair market value of such Shares as of the applicable Employment Termination Date, as determined in good faith by (i) a majority of the Board of Directors and (ii) a majority of the Directors who are Management Stockholder Nominees (as defined below), excluding, in each case, such Management Stockholder if such Management Stockholder is a Director at the time of such determination.
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Company Repurchase. 11 Section 4.3 Obligation to Dispose of Shareholder Group Shares....... 12
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Company Repurchase. The provisions of this Section 3 shall not apply to the sale of any stock to the Company including a sale pursuant to the exercise by the Company of its purchase right under Section 2 hereof.
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Related to Company Repurchase

  • Fundamental Change Repurchase Price The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

  • Mandatory Repurchase 19 SECTION 6.2.

  • Stock Repurchase 30 2.37 Disclosure.................................................. 30 2.38

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Optional Repurchase (a) So long as the Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2022-2 Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2022-2 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.

  • Offer to Repurchase Upon Change of Control (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

  • Payment of the Fundamental Change Repurchase Price Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

  • Change of Control Repurchase Event If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

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