Company Repurchase Clause Samples

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 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 Shareholder ...

Company Repurchase. In the event that the Anywhere Member (or applicable Affiliate thereof) fails to pay, or cause to be paid, to the TRG Member the Mandatory Redemption Unit Price for each Unit to be sold in connection with a Mandatory Redemption in accordance with the last sentence of Section 7.4(d), at the time that the Mandatory Redemption Closing would have otherwise occurred pursuant to Section 7.4(d), the TRG Member shall have the right, exercisable in its sole discretion, upon delivery of written notice to the Company, to require the Company to repurchase all of the Units then held by the TRG Member and its Affiliates, as applicable, for the applicable Mandatory Redemption Unit Price (plus any Additional Interest thereon). The provisions applicable to the Mandatory Redemption under Section 7.4(d) shall apply mutatis mutandis to the Company’s repurchase under this Section 7.4(c)(ii); except that the closing of the Company’s repurchase shall occur at 5:00 p.m., local time, New York City, New York, on the first Business Day following the date that is 15 days following the date such written notice is delivered to the Company. Each Member (other than the TRG Member) hereby agrees to take, and to cause any Managers designated by such Member to take, all actions reasonably requested by the TRG Member to cause the Company to effectuate the foregoing.

Company Repurchase. The provisions of Sections 4 and 5 of this Agreement shall not apply to the sale of any Stock to the Company.

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.

Company Repurchase. In the event that at any time after the Closing the U.S. government prohibits the ownership of the Shares by Investor, unless otherwise required by such prohibition or by applicable law, the Company shall provide reasonable assistance to the 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 the 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 the Investor notifies the Company that the 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 the 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 the Investor by wire transfer of immediately available funds to an account or 24 accounts designated by the Investor, and the Investor shall execute such stock powers as shall be necessary to surrender the Shares to the Company.

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.

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.

Company Repurchase. 11 Section 4.3 Obligation to Dispose of Shareholder Group Shares....... 12