Redemption Option. If, at any time on or prior to the Forced Sale Lockout End Date with respect to Formation Member, the NorthStar Member permits a Healthcare Platform Transfer, then, within thirty (30) days after the completion of the Healthcare Platform Transfer, so long as the Formation Member has not been removed as Administrative Member, the NorthStar Member shall deliver Notice (a “Redemption Notice”) to the Formation Member of such Healthcare Platform Transfer. The Formation Member shall then have the right, by delivering Notice to the NorthStar Member (the “Redemption Acceptance Notice”) within thirty (30) days from receiving the Redemption Notice, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Redemption Closing”). The Redemption Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Redemption Acceptance Notice. The purchase price for the Interest of the Formation Member shall be (x) the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the date of the Healthcare Platform Transfer (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03, plus (y) if, and only if, the Redemption Closing occurs prior to the Forced Sale Lockout End Date applicable to the NorthStar Member, an amount equal to (i) the aggregate Asset Management Fee paid in the most recently concluded Annual Calendar Period, multiplied by (ii) 1/12 (or, if there is no most recent Annual Calendar Period, an amount equal to (1) the aggregate Asset Management Fee paid in the two most recently concluded quarterly periods multiplied by (2) 1/6) shall be paid to the Formation Member at the Redemption Closing for each month beginning on the date of the Redemption Closing and ending on the Forced Sale Lockout End Date applicable to the NorthStar Member (which shall be prorated for any period less than a calendar month based on the number of days during such period).
Redemption Option. Upon the satisfaction of the Redemption Conditions, the Company may, at the option of its Board of Directors at any time following the Final Closing redeem all (but not less than all) of the Warrants, out of funds legally available therefor by paying the Redemption Price (as hereafter defined) in cash for each Warrant then redeemed.
Redemption Option. (a) Each of the Preferred Shares may, subject to the applicable legal restrictions on the Company’s redemption of its Shares, be redeemed in cash at the option of the holder thereof at any time on or after (i) the date falling on the second (2nd) anniversary of the Issue Date or (ii) the occurrence of a Redemption Event, upon a Redemption Notice (as defined below) from any Preferred Shareholder to the Company. The redemption price for each Preferred Share (“Redemption Price”) shall be equal to the aggregate amount of:
Redemption Option. If the Amendment has not become effective within six months of the date hereof, in lieu of the exercising this Warrant pursuant to Section 2.1 or 2.2, the Holder may require the Company to redeem all or some of the Warrant for an amount equal to the value of the amount of the Warrant being redeemed. If the Holder elects to require redemption of this Warrant as provided in this Section 2.3, the Holder shall tender to the Company the Warrant with written notice of the Holder's election, and the Company shall purchase from the Holder such portion of the Warrant as is specified by the Holder for the price computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (A-B) ------- Where:
Redemption Option. (a) In the event Employee’s relationship with the Subsidiary, whether as an employee or consultant, terminates for Cause (as defined in the Plan), death, or Disability (as defined in the Plan), then the Company shall have an irrevocable option (the “Redemption Option”), for a period of ninety (90) days after said termination, or such longer period as may be agreed to by the Company and Employee, to redeem from Employee or Employee’s personal representative, as the case may be, at a cost of $.01 per share to the Company, up to but not exceeding the number of shares of the Stock that have not vested in accordance with the provisions of Sections 2(b) below as of such termination date; provided, however, that if Employee makes or has made an 83 (b) Election (as defined below) and if Employee’s employment with the Subsidiary is terminated due to death or Disability, then the Company shall comply with covenant in the final sentence of Section 11, notwithstanding its exercise of the Redemption Option for unvested shares of the Stock, if any.
(b) The Stock shall vest on the first, second and third anniversaries of the Vesting Commencement Date (as identified on the signature page to this Agreement) in installments of , and shares of the Stock, respectively, until all the shares have vested or have ceased vesting upon the termination of Employee’s relationship as an employee or consultant of the Subsidiary, subject to the following sentence. No further vesting shall occur upon the termination of Employee’s relationship as an employee or consultant of the Subsidiary; except, that: if Employee’s relationship as an employee or consultant of the Subsidiary is terminated without Cause, then all of the unvested shares of the Stock shall immediately vest and not be subject to the Redemption Option.
Redemption Option. (a) In the event (i) any Executive ceases to be employed by, or to serve as an officer, or director for, the Company or its Subsidiaries for any reason or, (ii) a Corporate Family Member of an Executive ceases for any reason to be a Corporate Family Member of such Executive and thereafter fails to comply with the requirements of paragraph 4(h) hereof, or (iii) any Corporate Family Member of an Executive shall fail to comply with any requirement made pursuant to paragraph 4(i) hereof (any such event being in respect of such Executive or Corporate Family Member, his or its “Termination”), all of the Redeemable Stock held by such Executive or, as the case may be, such Corporate Family Member (whether held by such Executive or Corporate Family Member or one or more of such Executive’s transferees) may be redeemed or purchased by the Company, the MDCP Co-Investors (in the case of redemptions or purchases of Redeemable Stock that are Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class D Convertible Shares, Class E Convertible Shares, Class F Convertible Shares, Class G Convertible Shares and Class A Ordinary Shares (the “MDCP Redeemable Stock”)) or the Kappa Investor (in the case of redemptions or purchases of Redeemable Stock that are Class H Convertible Shares, Class I Convertible Shares or Class B Ordinary Shares (the “Kappa Investor Redeemable Stock”)) pursuant to the terms and conditions set forth in this paragraph 4 (the “Redemption Option”). For the avoidance of doubt (but without prejudice to rights to redeem or purchase Ordinary Shares issued or issuable upon conversion of Convertible Shares), Ordinary Shares purchased directly from the Company (excluding for this purpose Ordinary Shares issued or issuable upon conversion of Convertible Shares) are not subject to redemption or purchase pursuant to this paragraph 4 or otherwise.
(b) In the case of any Termination other than a termination of an Executive’s employment for Cause, the purchase price for each Class A Convertible Share, Class B Convertible Share, Class C Convertible Share, Class E Convertible Share, Class F Convertible Share, Class G Convertible Share and Class H Convertible Share shall be such Executive’s Original Cost for such share, and the purchase price for each Class D Convertible Share, Class I Convertible Share and Ordinary Share shall be the Fair Market Value for such share. In the event of an Executive’s termination for Cause, the purchase price ...
Redemption Option. The Company shall have the right to redeem the outstanding Series C Stock within the two (2) year period following the Closing Date upon and accordance with the terms of the Certificate of Designation.
Redemption Option. If a loan is secured by an ABS that entitles its issuer to redeem it at a price less than its then outstanding principal amount (a below-par redemption option), the entire Principal Receipts Amount resulting from the exercise of the option must be applied to repay the loan’s principal amount and any unpaid monthly interest shortfalls. This requirement also applies to any loan secured by an Above Par ABS whose issuer is entitled to redeem it at a price less than the sum of its outstanding principal amount and all Required Monthly Amortization Amounts required to be paid on the loan for the Above Par ABS’s remaining average (or, if applicable, weighted average) life, calculated using the relevant TALF prepayment assumption. With limited exceptions described in the Terms and FAQs, redemption options are permitted only for ABS backed by eligible servicing advance receivables, and the FRBNY will no longer consider the pledge of ABS with below-par redemption options. In any event, no borrower may pledge ABS with a redemption option (other than pursuant to a “customary” clean-up call), unless, on the basis of the borrower’s review of the applicable ABS offering documents, the borrower confirms that the ABS issuer has received the FRBNY’s acceptance of the redemption option. The Terms and FAQs define a “customary” cleanup call as one that is exercisable by the servicer or the depositor when the remaining balance of the issuer’s assets or liabilities is not more than 10 percent of the original balance of such assets or liabilities. (A higher percentage will be permitted if customarily used by the related sponsor in securitizations offered before the TALF was established.)
Redemption Option. (a) At any time (i) prior to the exercise of the Warrant and (ii) after the payment in full by Subsidiary (or Company on behalf of Subsidiary) of all amounts owing to Holder under the Note and Loan Documents, Company shall have the right, but not the obligation, to redeem, in whole, that portion of this Warrant representing the right to purchase 29,018,400 shares of Company’s Common Stock (the “Redeemable Warrants”) for an aggregate redemption price of $10,000 (the “Redemption Price”). If Company elects to redeem the Redeemable Warrants, Company shall send Holder prior written notice (the “Redemption Notice”) of Company’s election to do so. Within three (3) Business Days of its receipt of the Redemption Notice, Holder shall surrender this Warrant at the principal executive office of Company. Within twenty (20) Business Days of Company’s receipt of this Warrant, Company shall pay and deliver to Holder the Redemption Price, in immediately available funds, and shall issue and deliver to Holder a new warrant representing the right to purchase 1,209,100 shares of Company’s Common Stock (the “Remaining Warrants”) (the date of payment of the Redemption Price and delivery of the Remaining Warrants, the “Redemption Date”). The exercise price of the Remaining Warrants shall be adjusted according to the provisions of Section 3(j) above.
Redemption Option. In the event of Participant’s Termination of Service (other than in connection with a Change of Control Event), the Company shall have the right (but not the obligation) to redeem any or all of the Shares issued to Participant upon exercise of this Option for the Redemption Price in accordance with Section 10.06 of the Plan. In the event that Participant or his successor in interest fails to promptly execute and deliver to the Company any and all documents required under Section 10.06 of the Plan, the Company may elect to: (i) establish a segregated account in the amount of the Redemption Price, such account to be turned over to Participant or his successor in interest upon delivery of the documents required by the Plan, and (ii) immediately take such action as is appropriate to transfer record title of such Shares from Participant to the Company and to treat Participant and such Shares in all respects as if delivery of such documents had been made as required by this Agreement. Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence.
