Option to Repurchase. (a) Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree at any time following an acceleration of the Senior Obligations in accordance with the terms of the U.S. Credit Agreement or the commencement of an Insolvency or Liquidation Proceeding, the Senior Secured Parties will offer the Second Priority Debt Parties the option to purchase (the “Purchase”) at par/face amount the entire aggregate amount of outstanding Senior Obligations (which includes principal, interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Swap Agreements, on a per Secured Swap Provider basis, the positive amount that is payable by the Company or relevant Guarantor thereunder reflecting any unpaid amount then due or amount owing in connection with the termination (or early termination) on or prior to the date of the Purchase after giving effect to offset and netting arrangements in respect of such Secured Swap Provider, but which excludes any rights of the Senior Secured Parties with respect to indemnification and other contingent obligations of the Company and Guarantors under the Senior Debt Documents that are expressly stated to survive the termination of the Senior Debt Documents). For avoidance of doubt, any Senior Obligations which are not purchased will continue to constitute Senior Obligations hereunder and shall be secured in the same manner and subject to the same protections hereunder as existed immediately prior to the Purchase. The Purchase shall be made without warranty or representation or recourse, on a pro rata basis across Senior Secured Parties.
(b) In connection with the exercise of such option, the purchasing Second Priority Debt Parties shall furnish cash collateral to any relevant Senior Secured Party as it reasonably deems necessary to secure any such Senior Secured Party’s outstanding Letters of Credit or Canadian Letters of Credit (not to exceed 105% of the face amount of the aggregate undrawn face amount of such letters of credit).
(c) The Second Priority Debt Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter, but not later than thirty (30) Business Days after receipt of such offer. If the Second Priority Debt Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to the Senior Representative and the Second Priority ...
Option to Repurchase. The Company shall have an option to buy all of a Participant's Common Stock obtained directly through a Stock Award. The option price shall be $1, and the option must be exercised by the Committee within sixty (60) days following the Participant's termination of employment. The above option applies only to a Participant (a) who is under age 60 when his employment terminates, (b) who has been employed by an Employer for less than 5 continuous years when his employment terminates and (c) whose employment is terminated for a reason other than permanent and total disability or death. For purposes of determining a Participant's length of employment, employment with an Employer prior to the time that it became an Employer shall be disregarded. Without, in any way, limiting the provisions of Section 8, in order to facilitate the Company's exercise of the foregoing option, the Participant shall, as a condition to receiving an Award, execute such stock and other assignments and other
Option to Repurchase. Subject to the terms and conditions set forth in Annex 5, BNPLC (and any assignee of BNPLC's entire interest in the GL Property, but not any subtenant or assignee of a lesser interest) shall have the option (the "REPURCHASE OPTION") to purchase Lessor's interest in the GL Property. To secure BNPLC's right to recover any damages caused by a breach of the Repurchase Option or other provisions of this Ground Lease by Lessor, including any such breach caused by a rejection or termination of this Ground Lease in any bankruptcy or insolvency proceeding instituted by or against Lessor, as debtor, Lessor does hereby grant to BNPLC a lien and security interest against the Land and against all rights, title and interests of Lessor from time to time in and to the GL Property. [The signature pages follow.]
Option to Repurchase. Upon either termination or expiration of this Agreement, as the case may be, Conor shall have the option to repurchase Distributor’s inventory of Products, which option must be exercised in writing within thirty (30) days after such termination or expiration. If Conor so exercises such option, Conor shall repurchase Distributor’s inventory of Products that are saleable and in the original packages and unaltered from their original form and design, subject to Conor’s inspection, test, and acceptance.
Option to Repurchase. 12.1 The German Seller shall have the right but not the obligation, to request to repurchase from the Purchaser one or more Purchased Receivables (which request, for the avoidance of doubt, the Purchaser may decline) by delivering to the Purchaser a written request (the Repurchase Request) in the form set out in Schedule 3.
12.2 On the Settlement Date immediately following delivery of such Repurchase Request, or, if such Settlement Date falls less than five (5) Business Days after the delivery of the Repurchase Request, on the Settlement Date thereafter, provided that the Purchaser has countersigned and delivered to the German Seller such Repurchase Request and that any conditions precedent to such repurchase stipulated by the Purchaser have been satisfied, the German Seller shall pay to the Purchaser the Face Amount of the Purchased Receivables identified in the Repurchase Request (the Repurchase Amount) less any Collections previously received by the Purchaser in respect of such Purchased Receivables.
12.3 Notwithstanding any provision to the contrary in this Agreement, if the Repurchase Amount corresponding to the Purchased Receivables relating to any Repurchase Request is not paid in full by the German Seller on the corresponding Settlement Date, no repurchase of such Relevant Receivables shall take place on the Settlement Date and any acceptance relating thereto shall be automatically null and void (auflösende Bedingung). Any such partial payment shall be either returned to the German Seller or applied by way of set-off against any payment obligation of the German Seller in accordance with Clause 6.2.
Option to Repurchase. The Company shall have the right, upon 30 days’ written notice to the holders of the G Preferred Stock, at any time commencing two years after the closing date pursuant to which the applicable shares of G Preferred Stock were purchased from the Company, to repurchase some or all of the G Preferred Stock for an amount equal to the G Stated Value, plus the amount of any accrued and unpaid dividends thereon. During such notice period the Holder may elect to convert any or all shares of G Preferred Stock, as provided herein. Notwithstanding the foregoing, the Company shall not exercise such right if (i) such exercise would create an event of default or breach of any negative covenant in any outstanding material obligations to which the Company is then a party or (ii) at the time of such proposed exercise, the shares of Common Stock into which the G Preferred Stock is convertible may not be resold pursuant to an effective registration statement filed with the Securities and Exchange Commission and a Series G Holder (as defined in Section 4 below) is an affiliate (as defined in Rule 144 under the Securities Act of 1933) of the Company, unless such Series G Holder agrees to the Company’s exercise of such option.
Option to Repurchase. Optionee acknowledges that it intends to construct and operate an ethanol production facility on the Property. Notwithstanding anything contained in the Agreement to the contrary, any Deed to Optionee shall contain a restriction that if substantial construction shall not be begun within twenty-four (24) months of the date of the Deed to Optionee, and completion of such construction diligently pursued thereafter, the Optionor shall have the option to repurchase the described premises at the original Purchase Price paid by Optionee. Optionor may exercise such option by giving written notice to Optionee within thirty (30) days of the completion of the twenty-four (24) month period and Closing shall occur within thirty (30) days of the date of such notice. Said Deed from Optionor to Optionee shall contain a further restriction that the Property shall not be subdivided or sold as less than one entire contiguous tract without the express written consent of the City of Sikeston, which said consent shall not be unreasonably withheld.
Option to Repurchase. Subject to and in accordance with the procedures and provisions of Section 9.9 of the Agreement, the City has the right, at its option, to purchase and take possession of the Property, or portion thereof, with all Improvements thereon, and revest in the City the estate conveyed to Developer, in the event of a default arising under and specifically described in Section 9.9 of the Agreement.
Option to Repurchase. Subject to the conditions set forth in Section 12.2 of the Agreement, the Transferor may, but shall not be obligated to, on any Distribution Date on or after the Distribution Date on which the Principal Amount is reduced to an amount less than or equal to 10% of the highest Principal Amount outstanding during the Revolving Period repurchase the Series 1997-1 Notes; provided that such option shall not be exercisable upon the happening of an Insolvency Event with respect to the Servicer or the Transferor. The deposit required in connection with any such repurchase shall be equal to (a) the Principal Amount, plus (b) the accrued and unpaid interest on the Series 1997-1 Notes through and including the day preceding the day on which such repurchase occurs which will be transferred to the Distribution Account and plus (c) all other accrued and repaid costs, expenses or fees owing to any Person hereunder, under any Series 1997-1 Note or under the Note Purchase Agreement.
Option to Repurchase. The Company shall have an option to buy all of a Participant's Common Stock obtained directly through a Stock Award. The option price shall be $1, and the option must be exercised by the Committee within 60 days following the Participant's termination of employment. The above option applies only to a Participant (a) who is under age 60 when his employment terminates, (b) who has been employed by an Employer for less than 5 continuous years when his employment terminates and (c) whose employment is terminated for a reason other than permanent and total disability or death. For purposes of determining a Participant's length of employment, employment with an Employer prior to the time that it became an Employer shall be disregarded. Without, in any way, limiting the provisions of Section 8, in order to facilitate the Company's exercise of the foregoing option, the Participant shall, as a condition to receiving an Award, execute such stock and other assignments and other documents of transfer as the Committee shall request at any time. Notwithstanding the foregoing, the decision as to whether to exercise the option granted by this Section 13 shall be made solely by the Committee. XXXXXXX & XXXXX, INCORPORATED
