Company Shares Other Than Initial investment Shares Sample Clauses

Company Shares Other Than Initial investment Shares. In the case of a proposed Transfer (a “Proposed Transfer”) by a Sponsor (a “Transferring Sponsor”) of shares of Common Stock representing 20% or more of the then outstanding shares of Common Stock, other than (i) to the Company, (ii) to a “permitted transferee” of such Sponsor (within the meaning of the Sponsor Shareholders Agreement), (iii) pursuant to or consequent upon the exercise of the drag along rights set forth in Section 5.3 or (iv) in connection with any public offering of equity securities of the Company, the Purchaser shall have the right (exercisable in accordance with Section 5.2(c)) to require the Transferring Sponsor to cause the proposed Transferee (a “Proposed Transferee”) to purchase from the Purchaser up to a number of Company Shares equal to the product of (A) the total number of shares of Common Stock proposed to be Transferred by the Transferring Sponsor multiplied by (B) a fraction, the numerator of which is the aggregate number of Company Shares then owned by the Purchaser and the denominator of which is the aggregate number of shares of Common Stock then owned by the Sponsors, the Purchaser and each other shareholder of the Company eligible to exercise substantially similar tag-along rights with respect to the Proposed Transfer; provided, however, that the Purchaser’s right under this Section 5.2(a) is subject to the determination by the Company that his participation in the Proposed Transfer on the same terms and conditions as the Transferring Sponsor complies with all applicable Federal, state and non-U.S. securities laws or applicable exemptions therefrom.
Sample 1
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Company Shares Other Than Initial investment Shares. The repurchase price (“Repurchase Price”) for Company Shares (other than Initial Investment Shares) repurchased by the Company (or its designee) following the Purchaser’s Termination of Active Service shall vary depending upon the time and circumstances of the Purchaser’s Termination of Active Service, as follows: Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Delivered in Settlement of Vested Restricted Units Without Cause Market Value Market Value Resignation by the Purchaser Lesser of (i) Market Value and (ii) corresponding Option exercise price plus simple interest at 8% per annum Lesser of (i) Market Value and (ii) original cash amount deferred with respect to corresponding Restricted Units plus simple interest at 8% per annum Due to Death, Disability or Retirement Market Value Market Value By the Company Group for Cause Lesser of (i) Market Value and (ii) corresponding Option exercise price NIA, all Restricted Units forfeited In all cases, Market Value shall be determined as of the commencement date of the applicable Repurchase Period.
Sample 1
Company Shares Other Than Initial investment Shares. The Company shall be permitted to exercise its right to repurchase (or to cause its designee to repurchase) Company Shares (other than Initial Investment Shares) following the Purchaser’s Termination of Active Service during a period of six months, commencing on the applicable day specified below for the applicable type of Company Shares (the “Repurchase Period”); provided that the Repurchase Period shall expire as of any earlier day during the Repurchase Period that the Company delivers written notice to the Purchaser of its election to exercise (or decision, not to exercise) its repurchase right with respect to such Company Shares: Commencement Date Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Delivered in Settlement of Vested Restricted Units Without Cause The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the Purchaser’s last purchase of Company Shares on exercise of Options The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the last vesting date for any installment of the Purchaser’s Restricted Units Resignation by the Participant The later of (i) the 91st day following the Purchaser’s Termination Date and (ii) the six-month anniversary of the Purchaser’s last purchase of Company Shares on exercise of Options The later of (i) the 91st day following the Purchaser’s Termination Date and (ii) the six-month anniversary of the last vesting date for any installment of the Purchaser’s Restricted Unit Due to Death, Disability or Retirement The later of (i) the Purchaser’s Termination Date and (ii) the six-month anniversary of the date of the Purchaser’s or, if applicable, the Purchaser Permitted Transferee’s, last purchase of Company Shares upon exercise of Options The Purchaser’s Termination Date The date notice of termination is delivered to the Purchaser N/A (ii) Initial Investment Shares. In accordance with Section 5.5 (a) above, the Company shall not exercise its right to repurchase (or to cause its designee to repurchase) any Initial Investment Shares purchased by the Purchaser prior to the Termination Date upon exercise of Investment Rights.
Sample 1

Related to Company Shares Other Than Initial investment Shares

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Company Securities Section 3.2(a)........................................11

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

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