Equity Repurchase. The Parties hereto further agree that if the Target Company fails or is unable to complete the qualified listing prior to the aforesaid expected date of listing, the provisions on repurchase set forth in Article 8 of the Supplementary Agreement shall take effect automatically and shall become effective retroactively as of the date of execution of the Supplementary Agreement, i.e.: Where the Target Company is under any of the following circumstances, Party C shall repurchase part or all of the equity of the Target Company held by Party A as required by Party A:
(1) Where the Company fails to achieve IPO by the expected date of completion. If the Company’s IPO declaration material has been formally accepted by the securities regulatory authority or stock exchange and is under audit, the repurchase launch occasion agreed in this provision can be postponed to the date when the Company fails in the audit/registration in securities regulatory authority or stock exchange with respect to the IPO application or withdraws the IPO declaration materials.
(2) Equity repurchase under other circumstances:
1) There are major changes in the main business of the Target Company, which has resulted in substantial obstacles to the IPO listing of the Company;
2) The Target Company violates the provisions of the Articles of Association and conducts related transactions or guarantees with its affiliated parties that may have a material adverse impact on Party A’s interests;
3) Before the IPO of the Target Company, the controlling shareholder and its concerted actors control the equity ratio of the Target Company less than 51% or lose control of the Company in other ways;
4) Where Party C is subjected to any hostile acquisition or attempt to change Party C’s control power initiated by any subject or person, Party C’s Board of Directors, without prejudice to director's loyalty, diligence and fiduciary duties under laws of the US, fails to response to it by taking the actions (e.
Equity Repurchase. In the event you resign from your employment with the Company, other than a resignation in which the Company has grounds to terminate your employment for Cause, for the purpose of commencing employment with any governmental entity (a “Government Employer”) and you are required to divest all or a portion of your Company equity awards in accordance with the conflict of interest policies of the Government Employer prior to the Company’s IPO, (A) you will no longer have an obligation to repay any unvested portion of your Retention Bonus and (B) you may elect to sell to the Company, and require the Company to purchase, all of the shares under your then vested Initial Option granted under Section 5 above (the “Repurchase”) at a purchase price equal to the product of (i) the number of underlying shares subject to such vested awards; multiplied by (ii) the fair market value of a share of the Company’s common stock, as determined by the Board in accordance with the terms of the Plan to which each such award is subject, less the exercise price (the “Election Right”). The Election Right may be exercised at any time during the period commencing on the date that you are first notified by the Government Employer of the applicable divestiture requirement and ending 30 days thereafter, provided that you remain in service with the Government Employer on the date of exercise.
Equity Repurchase. 32 3.30. DISTRIBUTION ...................................................................32 3.31. DISCLOSURE .....................................................................32
Equity Repurchase. Except as set forth on Schedule 3.29, Lexecon has not redeemed or repurchased any of its shares of capital stock since December 31, 1997. Lexecon has no obligations or liabilities, whether absolute, contingent or otherwise, related to or arising out of any redemption or repurchase of its shares of capital stock.
Equity Repurchase. 23 2.31. DISCLOSURE....................................................................24 2.32. ASSETS........................................................................24 2.33. NO ADDITIONAL REPRESENTATIONS AND WARRANTIES..................................24
Equity Repurchase. Other than as set forth in Schedule 2.30, the Company has not redeemed or repurchased any of its membership interests. The Company has no remaining obligations or liabilities, whether absolute, contingent or otherwise, related to or arising out of any such redemption or repurchase of its membership interests.
Equity Repurchase. In future cooperation,s if the seller proposes to repurchase the equity shares, the price will still be RMB 5,730,000 (Five Million and Seven Hundred and Thirty Thousand Yuan). The additional taxes will be borne by the acquirer Shanghai Xianjin Technology Development Co., Ltd.
Equity Repurchase. On the Effective Date, the Executive shall, and hereby does, sell to the Company, and the Company shall purchase from the Executive, all of his rights and interests in and to (a) currently outstanding options to purchase 500,000 shares of Common Stock, previously granted to the Executive on October 2, 2000 at an exercise price per share of $6.4375 and options to purchase 500,000 shares of Common Stock, previously granted to the Executive on April 12, 2001 at an exercise price per share of $5.92, in each case as to which Executive confirms his irrevocable election that such options are exercisable for shares of Common Stock and not for shares of the Company’s Class C Common Stock, and options to purchase 150,000 shares of Common Stock, previously granted to the Executive on March 4, 2003 at an exercise price per share of $14.03, for an aggregate purchase price of $6,849,950, and (b) 500,000 currently outstanding shares of Common Stock, previously granted to the Executive on April 25, 2005 and March 3, 2006, for an aggregate purchase price of $5,275,000, each purchase price paid in a lump-sum cash payment at the time of purchase, with the payment therefor subject to applicable withholding for federal and Georgia income taxes.
Equity Repurchase. Concurrently with the execution of this Agreement, the Parties shall execute (or cause their applicable Affiliate or Affiliates to execute) the Stock Purchase Agreement.
Equity Repurchase. At the Closing (as defined below), the Company shall repurchase from the Visium Entities an aggregate of 932,832 Note Conversion Shares in exchange for $1,249,994.88. The Note Conversion Shares to be repurchased pursuant to this Section 1 are hereinafter referred to as the “Repurchased Shares”. The Repurchased Shares shall be allocated among the Visium Entities as they may determine in their sole discretion. The Investors hereby irrevocably waive any Event of Default that might be deemed to have occurred under the Secured Notes as a result of the repurchase of the Repurchased Shares or the other transactions contemplated hereby.
