Exercise of Repurchase Rights Sample Clauses

Exercise of Repurchase Rights. (a) To exercise an Optional Repurchase Right pursuant to Section 11.1(a), a Holder must deliver to the Trustee at its offices no later than the close of business on the third Business Day prior to the Optional Repurchase Date the following: (i) a completed Repurchase Notice for Optional Repurchase Rights, the form of which is contained in Exhibit C hereto; and (ii) the Debentures or cause such Debentures to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing. (b) To exercise a Change of Control Repurchase Right pursuant to Section 11.1(b), a Holder must deliver to the Trustee at its offices on or prior to the close of business on the Business Day prior to the Change of Control Repurchase Date the following: (i) a completed Repurchase Notice for Change of Control Repurchase Rights, the form of which is contained in Exhibit D hereto; and (ii) the Debentures or cause such Debentures to be delivered through the facilities of the Depositary, as applicable, with respect to which the repurchase right is being exercised, with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing.

Exercise of Repurchase Rights. The Company may exercise its repurchase rights under this Section 1 by giving written notice (a "Repurchase Notice") to the Stockholder and the Escrow Holder, specifying the number of Repurchasable Shares that the Company desires to repurchase and setting a date (not later than 30 days after the date of such Repurchase Notice) for the closing of such repurchase. A Repurchase Notice may be given at any time within 90 days following the date of termination of the Stockholder's employment hereunder, whereupon, if such time period for giving such Repurchase Notice shall lapse without the Company having given such Repurchase Notice, the Repurchase Option shall automatically expire. Upon the giving of a Repurchase Notice, the Stockholder will be obligated to sell to the Company, and the Company will be obligated to purchase, the number of Repurchasable Shares specified in the Repurchase Notice, with the closing of the purchase and sale to take place at the principal office of the Company or its counsel on the date specified in the Repurchase Notice. At the closing, the Escrow Holder will deliver to the Company the certificates representing the Repurchasable Shares to be repurchased, together with duly executed stock powers sufficient effectively to transfer ownership of such Repurchasable Shares to the Company, free and clear of all liens, security interests, and other encumbrances, and the Company will pay for such Repurchasable Shares by check or wire transfer (and will issue to the Stockholder a new stock certificate representing any Restricted Shares represented by the certificate delivered to the Company that are not repurchased by the Company). In the event that the Company fails to give a Repurchase Notice or if the Repurchase Option expires unexercised, all of the then Repurchasable Shares shall automatically and without further action become Non-Repurchasable Shares.

Exercise of Repurchase Rights. (a) The Company may exercise its right to repurchase the Stock and the Option Stock in accordance with Sections 4.2(a), (b) or (d) at any time by giving written notice of such exercise to Purchaser (or his estate, if applicable) during the twelve (12) month period following the termination of Purchaser's employment. The Company's purchase of the Stock and the Option Stock in accordance with Section 4.2 (a), (b) or (d) shall be concluded within ninety (90) days after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (i) The Company may exercise its right to purchase the Stock and the Option Stock in accordance with Section 4.2(c) by giving written notice of such exercise to Purchaser (or his estate, if applicable) during the thirty (30) day period following the date of termination of Purchaser's employment. If the Company has elected to purchase the Stock and the Option Stock, the Company's purchase of the Stock and the Option Stock in accordance with Section 4.2(c) shall be concluded within ninety (90) days after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (ii) Purchaser may elect to require the Company to purchase the Stock and the Option Stock in accordance with Section 4.2(c) by giving written notice of such election to the Company during the thirty (30) day period following the date of termination of Purchaser's employment. If Purchaser has provided such notice, the Company's purchase of the Stock and the Option Stock in accordance with Section 4.2(c) shall be concluded within the twelve (12) month period after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (c) At each such closing contemplated in this Section 4.3, (i) Purchaser (or his estate, if applicable) shall deliver all certificates evidencing the shares of Stock and the Option Stock, free and clear of any claim, lien or encumbrance, with stock powers duly executed, and Purchaser (or his estate, if applicable) shall indemnify and hold the Company harmless against any claims, liabilities or expenses with respect to Purchaser's (or ...

Exercise of Repurchase Rights. The Substitute Option Holder and the Substitute Share Owner, as the case may be, may exercise its respective rights to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and/or certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9. As promptly as practicable and in any event within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or notices relating thereto, the Substitute Option Issuer will deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price and/or to the Substitute Share Owner the Substitute Share Repurchase Price therefor or the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering.

Exercise of Repurchase Rights. The Company may exercise its repurchase rights under this Section 3 by giving written notice to Holder. The notice shall specify the number of Repurchasable Shares that the Company desires to repurchase and setting a date and location for the closing of the repurchase. This notice shall be given within 90 days following the date of termination of the Agreement or the exclusivity provision therein. Upon the giving of notice, Holder shall be obligated to sell to the Company, and the Company shall be obligated to purchase from the Holder, the number of Repurchasable Shares specified in the notice.

Exercise of Repurchase Rights. To exercise a repurchase right pursuant to Section 11(a) or (b), a Holder must deliver to the Company at its offices (or, if so specified by the Company in the applicable Repurchase Event Purchase Notice, the offices of any Paying Agent) on or prior to the applicable repurchase date the following: (i) a completed Repurchase Event Purchase Notice; and (ii) the Notes with respect to which the Repurchase Right is being exercised, with, if the Company so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Company duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing.

Exercise of Repurchase Rights. To exercise a Repurchase Right pursuant to Section 12.1, a Term B Loan must deliver to the Agent at its offices on or prior to the Repurchase Date the following: (a) a completed Repurchase Event Purchase Notice, the form of which is provided in Exhibit G hereto; and (b) the Term B Notes with respect to which the Repurchase Right is being exercised, with, if the Borrower or the Agent so requires, due endorsement by, or a written instrument of transfer, in form satisfactory to the Borrower and the Agent duly executed by, the respective Term B Lender or such Term B Lender’s attorney duly authorized in writing.

Exercise of Repurchase Rights. In accordance with the provisions of this Paragraph 4, Recipient may exercise a Repurchase Right at any time during the period: (i) beginning the date the Restricted Stock subject to the Repurchase Right becomes vested under section 6 of the Plan (or, if later, on the date any restrictions on sale under Section 16(b) the 1934 Exchange Act, as amended, expire), and (ii) ending on the date 15 years from the date under item (i) above. This period shall be referred to in this Agreement as the "Exercise Period".

Exercise of Repurchase Rights. Repurchase Rights shall be exercised by written notice given to an Owner on or prior to the last day of the 90-day exercise period. The notice shall indicate the number of Purchased Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than 30 days after such notice is given. If the Company does not hold the certificates representing Purchased Shares to be repurchased, such certificates, together with a stock power(s) duly executed in blank, shall be delivered to the Company prior to the close of business on the date specified for the repurchase. On the date of repurchase, the Company shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the Exercise Price previously paid for the Purchased Shares which are being repurchased.

Exercise of Repurchase Rights. The Company may exercise the Repurchase Rights by written notice to the Share Custodian and to the Optionee or the Optionee's legal representative within sixty (60) days after such termination of employment (or exercise of the Option, if later) or after the Company has received notice of the attempted disposition. The Repurchase Rights must be exercised, if at all, for all of the Option Shares purchased to date by the Optionee to the extent the same remain subject to the Repurchase Rights. If the Company fails to give notice within such sixty (60) day period, the Repurchase Rights shall terminate unless the Company and Optionee have extended the time for the exercise of the Repurchase Rights. In the event that the Company fails to exercise its Repurchase Rights, the Share Custodian shall deliver a certificate representing such Option Shares to the Optionee or the Optionee's legal representative.