Options to Repurchase and Redeem Sample Clauses

Options to Repurchase and Redeem. (a) If a Liquidity Event has not occurred by the End Date, then after the End Date Oak has the option pursuant to this Section 6.3 to require Weider to repurchase the Phantom Equity Interests, and Weider will have the option pursuant to this Section 6.3 to repurchase the Phantom Equity Interests from Oak. The repurchase price for the Phantom Equity Interests will be a cash amount equal to 1% of the Total Enterprise Value of Weider as of the date of delivery of the Repurchase Notice (defined below), subject to adjustment as described in the immediately succeeding sentence (the “Repurchase Payment”). If the Term is terminated prior to December 31, 2008 pursuant to Section 2.3(b), the Repurchase Payment due Oak pursuant to Section 6.3(a) shall be reduced by the percentage equivalent of a fraction, the numerator of which equals the number of days from the date of such termination through December 31, 2008 and the denominator of which equals the number of days from January 1, 2004 through December 31, 2008. The Total Enterprise Value of Weider used in calculating a Repurchase Payment pursuant to this Section 6.3(a) shall be mutually agreed by Oak and Weider. If Oak and Weider fail to agree within thirty (30) days of the date of the delivery of the Repurchase Notice as described in Section 6.3(b), then Weider and Oak shall mutually select a nationally recognized investment banking firm (an “Independent Firm”) to determine the Total Enterprise Value of Weider used in calculating a Repurchase Payment pursuant to this Section 6.3(a). If Weider and Oak are unable to agree upon an Independent Firm within fifteen (15) days, then within an additional five (5) day period, Oak shall submit to Weider a list of three nationally recognized investment banking firms. Within five (5) days of receipt of such list, Weider shall choose one of the three nationally recognized investment banking firms nominated by Oak to determine the Total Enterprise Value of Weider used in calculating a Repurchase Payment pursuant to this Section 6.3(a). An Independent Firm chosen pursuant to this Section 6.3(a) shall determine the Total Enterprise Value of Weider used in calculating a Repurchase Payment pursuant to this Section 6.3(a) no later than sixty (60) days from the date of delivery of the Repurchase Notice as described in Section 6.3(b). In making such determination, the Independent Firm shall have full access to the books of account and financial records of Weider. Weider shall pay the r...
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Related to Options to Repurchase and Redeem

  • Repurchase and Redemption This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.

  • SALE AND REDEMPTION OF SHARES 1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

  • Issuance, Redemption and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or any assets belonging to the particular Portfolio or any assets allocable to the particular Class, with respect to which such Shares are issued.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.

  • Issuance and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions set forth in Articles VIII and IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law.

  • Restrictions on Redemption The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Purchase and Redemption of Fund Shares 1.1. The Fund and the Underwriter agree to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Fund or its designee of such order. For purposes of this Section 1.1, the Company shall be the designee of the Fund and the Underwriter for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern time on the next following Business Day. "

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

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