Optional Repurchase Price Sample Clauses
The Optional Repurchase Price clause defines the terms under which a party, typically the seller or issuer, may repurchase an asset or security at a specified price. This clause outlines the conditions that must be met for the repurchase to occur, such as timing, notice requirements, and the method for determining the repurchase price, which may be fixed or calculated based on a formula. Its core practical function is to provide flexibility for the repurchasing party, allowing them to regain ownership under agreed terms, and to give certainty to both parties regarding the financial implications of a potential repurchase.
Optional Repurchase Price. The Optional Repurchase Price for any Note to be repurchased on any Optional Repurchase Date pursuant to an Optional Repurchase is an amount in cash equal to the sum of (x) the Par and Unpaid Interest Amount for such Note on such Optional Repurchase Date; and (y) the Optional Repurchase Fee applicable to such Note and such Optional Repurchase. If such Optional Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, and any accrued and unpaid Cash Interest, Additional Interest or Special Interest exists on such Note as of such Regular Record Date, then the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Optional Repurchase, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid Cash Interest, Additional Interest or Special Interest, as applicable, that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Optional Repurchase Date is before such Interest Payment Date, provided, that nothing in this sentence will be construed to require the accrual of Additional Interest or Special Interest on any day when the conditions for such accrual set forth in Section 3.04 or Section 7.03, as applicable, have not been satisfied).
Optional Repurchase Price. The Optional Repurchase Price for any share of Convertible Preferred Stock to be repurchased upon an Optional Repurchase is:
(i) in the case of an Optional Repurchase pursuant to Section 8(a)(i) or Section 8(b), an amount in cash equal to the product of (A) 1.0 (in the case of an Optional Repurchase pursuant to Section 8(a)(i)) or 1.5 (in the case of an Optional Repurchase pursuant to Section 8(b)) and (B) the sum of (x) the Liquidation Preference of such share, plus (y) accumulated and unpaid Dividends on such share from, and including, the last date on which Dividends have been paid thereon (or, if no Dividends have been paid, from, and including, the Issue Date) to, but excluding, such Optional Repurchase Date (to the extent such accumulated and unpaid Dividends are not included in such Liquidation Preference); provided, however, that if such Optional Repurchase Date is after a Dividend Record Date for a declared Dividend on the Convertible Preferred Stock that has been declared for payment in cash and on or before the next Dividend Payment Date, then (1) pursuant to Section 5(c), the Holder of such share at the Close of Business on such Dividend Record Date will be entitled, notwithstanding such Optional Repurchase, to receive, on or, at the Company’s election, before such Dividend Payment Date, such declared cash Dividend on such share; and (2) the Optional Repurchase Price will not include such declared cash Dividend on such share (and, for the avoidance of doubt, any portion of the full Dividend scheduled to be paid on such Dividend Payment Date that is not declared and paid in cash and is added to the Liquidation Preference of such share pursuant to Section 5(b)(i) will be included in the Optional Repurchase Price); provided, further, that no change or amendment to the multiplication factors in clause (A) above shall be requested by Holders or effected prior to October 31, 2024; or
(ii) in the case of an Optional Repurchase pursuant to Section 8(a)(ii), an amount in cash equal to the number of Excess Conversion Shares multiplied by the Last Reported Sale Price of Common Stock on the applicable Conversion Date.
Optional Repurchase Price. The Optional Repurchase Price for any Note to be repurchased on the Optional Repurchase Date pursuant to an Optional Repurchase is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Optional Repurchase Date; provided, however, that, for the avoidance of doubt, the Holder of such Note at the Close of Business on the Regular Record Date immediately preceding the Optional Repurchase Date will be entitled, notwithstanding such Optional Repurchase, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date.
Optional Repurchase Price. The Optional Repurchase Price for any Note to be repurchased on the Optional Repurchase Date pursuant to an Optional Repurchase is an amount in cash equal to the principal amount of such Note plus accrued and unpaid Special Interest and Additional Interest, if any, on such Note to, but excluding, the Optional Repurchase Date;
Optional Repurchase Price. The Optional Repurchase Price for any Note to be repurchased on the Optional Repurchase Date pursuant to an Optional Repurchase is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Optional Repurchase Date; provided, however, that any such accrued and unpaid interest will be paid not to the Holder submitting a Note for Optional Repurchase on the Optional Repurchase Date but instead to the Holder of such Note at the Close of Business on the Regular Record Date immediately preceding the Optional Repurchase Date.