Company's Right to Purchase. (a) In the event of any Termination of Employment (i) by the Company without Cause, (ii) due to resignation by the Purchaser with Good Reason or (iii) due to the Purchaser's Retirement, the Company shall have the right to purchase, and the Purchaser and his Transferees (hereinafter referred to as the "Purchaser's Group") shall be required upon exercise of such right to sell to the Company (or its designee), a number of shares of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares equal to the total number of shares of the Class B Common Stock and the Option Shares held by the Purchaser's Group times the Put/Call Percentage in effect as of the date of Termination of Employment at a per share price equal to the FMV per Share as of the date of such Termination of Employment.
(b) In the event of any Termination of Employment due to death of the Purchaser or Disability of the Purchaser, the Company shall have the right to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company (or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock.
(c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment.
(d) If the Company desires to exercise its right to p...
Company's Right to Purchase. For a period of fifteen (15) days following receipt of any Series A Notice described in Section 7.2, the Company shall have the right to purchase all or a portion of the Shares subject to such Series A Notice on the same terms and conditions as set forth therein. The Company's purchase right shall be exercised by written notice signed by an officer of the Company and delivered to the selling Series A Holder with a check for payment for the Shares being purchased.
Company's Right to Purchase. At any time on and after the third anniversary date of the Initial Issuance Date, the Company shall have the right (the “Call Right”), but not the obligation, to cause the Holder to sell all of its remaining unexercised portion of this Warrant to the Company at the Call Purchase Price (defined below). If the Company desires to exercise its Call Right, the Company shall deliver to the Holder by email and either first class mail or overnight delivery service a written, unconditional and irrevocable notice (the “Call Exercise Notice”) exercising the Call Right to the address of the Holder in the Warrant Register. Unless this Warrant has been fully exercised prior to such date, the purchase and sale of the Call Right shall close twenty (20) Trading Days after the date the Call Exercise Notice is sent to the Holder, and on such closing date the Company shall pay the purchase price to the Holder in immediately available funds by wire or other electronic funds transfer in accordance with instructions provided by the Holder at least three Trading Days prior to the closing date, or if no such instructions are provided, by check sent on the closing date by overnight delivery to the Holder’s then current address set forth in the Warrant Register (as defined below). The purchase price for the Warrant Shares pursuant to the Call Right shall be the average VWAP for the twenty (20) consecutive Trading Days prior to the date of the Call Exercise Notice less the Exercise Price. Notwithstanding the foregoing, the Call Right can only be exercised if the Common Shares’ average VWAP for the twenty (20) consecutive Trading Days prior to the date of the Call Exercise Notice is equal to or greater than three (3) times the Exercise Price.
Company's Right to Purchase. 23 7.4 Series A Holders' Right to Purchase.. . . . . . . . . . . . . 23 7.5 Series B Holders' Right to Purchase . . . . . . . . . . . . . 24
Company's Right to Purchase. The Company shall have the exclusive right to purchase all of the Offered Shares on the same terms and at the same proposed purchase price per Share as set out in the Offer. The Company shall exercise this right to purchase by giving written notice to the Offering Shareholder (with a copy thereof to each of the Continuing Shareholders) within thirty (30) days after receipt of the notice from the Offering Shareholder (the “30 Day Period”) that the Company elects to purchase the Offered Shares subject to the Offer and setting forth a date and time for closing which shall be not later than days after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall deliver to the Company certificates representing the Offered Shares to be sold, together with stock powers duly endorsed in blank. The Offered Shares shall be delivered by the Offering Shareholder free of any and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder.
Company's Right to Purchase. The Company shall have the first right to purchase all or any portion of the Offered Shares at the Offer Price, which right may be exercised by giving notice to the Transferor and the First Offer Stockholders within fifteen (15) business days (the “Company Offer Period”) after the Offer Date, stating the number of Shares that the Company agrees to purchase. If the Company elects not to purchase any such Offered Shares, it shall notify the First Offer Stockholders of such election before the end of the Company Offer Period.
Company's Right to Purchase. For a period of twenty (20) days following receipt of any Stockholder Notice described in Section 2.1, the Company shall have the right to purchase all or a portion of the shares of Co-Sale Stock subject to such Stockholder Notice on the same terms and conditions as set forth therein. The Company's purchase right shall be exercised by written notice signed by an officer of the Company (the "Company Notice") and delivered to the Selling Stockholder and to Investors designating a date for closing at the offices of the Company on the first business day at least five (5) days but not more than thirty (30) days after the date of the Company Notice. At the closing, the Company will deliver m the Selling Stockholder a certified or bank check or by wire transfer for the amount of payment for the Co-Sale Stock being purchased against receipt of certificates representing such Co-Sale Stock duly endorsed to transfer good and marketable title to the Company free and clear of all liens and encumbrances.
Company's Right to Purchase. In the event any Member:
8.4.1 attempts to withdraw from the Company in breach of this Agreement;
8.4.2 suffers a “bankruptcy event” as defined in Act §18-304(a);
8.4.3 makes a Transfer, or attempts to Transfer, any part of his or her Units in the Company in breach of Section 7.1 of this Agreement and such Transfer is not treated as an offer to sell the Interest of such Member pursuant to Section 7.3;
8.4.4 is dissolved, liquidated, terminated or otherwise ceases to exist; or
8.4.5 is responsible for any occurrence, event or state of facts (other than a Disabling Event) that would otherwise cause the dissolution and liquidation of the Company; (such Member being hereinafter referred to as an “Accountable Member” and any of which events or occurrences is hereinafter referred to as an “Accountable Event”), then the Accountable Member shall be deemed to have made an offer to sell all of such Member’s Interest in the Company to the Company. The Company may accept such offer by giving written notice to the Accountable Member of its intention to purchase the Interest of the Accountable Member at any time prior to the ninetieth (90th) day following the occurrence of the Accountable Event. The acceptance of such offer by the Company shall also serve as evidence of the consent of all remaining Members to the continued existence and business of the Company under Act § 18-801(4).
Company's Right to Purchase. In the event any Investor or beneficiary desires to sell or transfer all or a portion of said Investor’s Investment Interest, the Company has the first right to purchase all or any portion of the Investment Interest according to the terms of said Investor’s original purchase, specifically including said Investor’s original purchase price of the equity blocks comprising said Investor’s Investment Interest. Under no circumstance shall any Investor be allowed to sell or otherwise transfer all or a portion of said Investor’s Investment Interest to any party other than the Company.
Company's Right to Purchase. Upon any failure by Contractor to comply with the insurance requirements of this Contract, Company may, without in any way compromising or waiving any right or remedy at law or in equity, upon five Days’ written notice to Contractor, purchase such insurance, at Contractor’s expense, provided that Company shall have no obligation to do so, and, if Company shall do so, Contractor shall not be relieved of or excused from the obligation to obtain and maintain such insurance amounts and coverages. All such costs incurred by Company shall be promptly reimbursed by Contractor or may be withheld from any payment due Contractor.
