Repurchase by the Company Sample Clauses

Repurchase by the Company. Within 45 days after the Termination Date, the Company may exercise its Repurchase Option by delivery of written notice (each, a "Repurchase Notice") to the holder or holders of Executive Shares. The Repurchase Notice shall set forth the number of Executive Shares to be acquired from such holder or holders of Executive Shares, and the aggregate consideration to be paid for such Executive Shares. The number of Executive Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Shares held by the Executive at the time of delivery of the Repurchase Notice. If the number of Executive Shares held by the Executive is less than the total number of Executive Shares the Company has elected to purchase, the Company shall purchase the remaining Executive Shares elected to be purchased from the Permitted Transferee(s) of the Executive Shares, pro rata according to the number of Executive Shares held by such Permitted Transferee(s) on the Termination Date (determined as nearly as practicable to the nearest share).

Repurchase by the Company. The Company may elect to purchase all or any portion of the Executive Securities at the Repurchase Price by delivering written notice (the "Repurchase Notice") to Executive within 120 days after the Termination. The Repurchase Notice shall set forth the number of shares to be acquired from Executive and/or the Trust and/or their transferees (if any), the aggregate consideration to be paid for such securities, and the time and place for the closing of the transaction (the "Repurchase Closing"). The Company may, in its sole discretion, assign its rights pursuant to this Section 8 to the holders of its capital stock (other than Executive and any other Stockholder whose shares are being repurchased) pro rata on the basis of the number of shares owned (with subsequent re-offer in the event of under subscription); provided that any such assignees shall comply with the terms of this Section 8.

Repurchase by the Company. All shares of Common Stock purchased by the Optionee or his or her estate or beneficiary and exercisable Options held by the Optionee at the time of termination of employment shall be subject to repurchase by the Company pursuant to Section 9.3 of the Plan.

Repurchase by the Company. If for any reason ValueAct Capital or its designated Affiliates or Centerbridge or its designated Affiliates does not elect to purchase its pro rata share of all Available Shares, the Company shall promptly deliver written notice thereof to ValueAct Capital or Centerbridge, as the case may be, and ValueAct Capital or Centerbridge, as the case may be, shall be entitled to purchase the other party's pro rata portion of Available Shares in accordance with the terms hereof within 60 days after the Termination Date. If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) do not elect to repurchase all of the Securities pursuant to the Repurchase Option, then the Company shall be entitled to exercise the Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital, Centerbridge or their designated Affiliate(s) (the "Remaining Available Shares"). As soon as practicable after the Company has determined that there shall be Remaining Available Shares, but in any event within 10 days after the delivery of a Repurchase Notice or 10 days after the date which is 90 days after the Termination Date, whichever is earlier, the Company shall notify the Management Investor and his or her Affiliates and Permitted Transferees as to whether the Company will be purchasing the Securities from the Management Investor or his or her Affiliates and Permitted Transferees (the "Company Repurchase Notice"), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor or his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. . If for any reason ValueAct Capital, Centerbridge or their designated Affiliate(s) or the Company does not elect to repurchase all of the Securities consisting of Common Stock or other shares of capital stock of the Company pursuant to the Repurchase Option, then the Management Investor and his or her Affiliates and Permitted Transferees shall be entitled to require ValueAct Capital and Centerbridge to repurchase, on a pro rata basis, such Securities (provided that ValueAct Capital or Centerbridge may designate an Affiliate to repurchase such Securities). Within 30 days after the date on which the Company Repurchase Option expires or 30 days after the date that the Company exercised the Company Repurchase...

Repurchase by the Company. If for any reason ValueAct Capital or its designated ValueAct Capital Affiliate(s) does not elect to repurchase all of the Securities pursuant to the Repurchase Option, then the Company shall be entitled to exercise ValueAct Capital’s Repurchase Option in the manner set forth in Section 4.4 to purchase all of the Securities not purchased by ValueAct Capital or ValueAct Capital’s designated ValueAct Capital Affiliate(s) (the “Remaining Available Shares”). As soon as practicable after the Company has determined that there shall be Remaining Available Shares, but in any event within 20 days after the delivery of a ValueAct Capital Repurchase Notice or 20 days after the date which is 180 days after the Termination Date, whichever is earlier, the Company shall notify the Management Investor and any other holder(s) of Securities as to whether the Company will be purchasing the Securities from the Investor(s) (the “Company Repurchase Notice”), which Company Repurchase Notice shall set forth the number and type of Securities to be acquired from the Management Investor and his or her Affiliates and Permitted Transferees, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction.

Repurchase by the Company. (a) The Company shall have the right and option to purchase all, but not less than all, of the Class B Membership Interest, by delivery of a written notice (the “Call Notice”) to the Class B Member at any time, and such Class B Member and such Class B Member’s Transferees (the “Call Group”) shall be required to sell all of the Class B Membership Interest owned by the Call Group at the time the Company exercises such option (collectively, the “Call Securities”), at an aggregate price equal to $40,000,000 less any amounts distributed with respect to the Class B Membership Interest (the “Call Price”); provided, that if the Call Price equals zero, the Class B Membership Interest will be cancelled by the Company and deemed to be terminated. (b) If a Change of Control occurs with respect to a Class B Member, the Company shall have the right to purchase all of the Class B Membership Interest, by delivery of a Call Notice to the Class B Member at any time, and such Class B Member and the Call Group shall be required to sell the Call Securities at an aggregate price equal to the lesser of (i) the Call Price and (ii) the fair market value of the Call Securities at the time the Company exercises such option. (c) The closing of any purchase of Call Securities by the Company from the Call Group pursuant to this Section 13.7 shall take place at the principal office of the Company within five (5) days after the date on which the Call Notice with respect to such Call Group is given. At such closing, the members of the Call Group shall deliver to the Company, against payment for the Call Securities, certificates evidencing the Call Securities, if any and as applicable, duly endorsed with unit powers, free and clear of all Claims and Encumbrances. All of the foregoing deliveries shall be deemed to be made simultaneously and none shall be deemed completed until all have been completed.

Repurchase by the Company. The Company may elect to purchase all or any portion of the Shares at the Repurchase Price by delivering written notice (the "REPURCHASE NOTICE") to Optionee (i) within 120 days after the Termination Date, and (ii) for Shares acquired by Optionee after the Termination Date pursuant to SECTION 4.3 above, then within 120 days after the issuance of such Shares. The Repurchase Notice shall set forth the - 7 - number of Shares to be acquired from Optionee and/or his or her transferees (if any), the aggregate consideration to be paid for such securities, and the time and place for the closing of the transaction (the "REPURCHASE CLOSING"). The Company may, in its sole discretion, assign its rights pursuant to this SECTION 4.4 to the holders of its capital stock (other than Optionee and any other stockholder whose Shares are being repurchased) pro rata on the basis of the number of Shares owned (with subsequent re-offer in the event of under subscription); PROVIDED that any such assignees shall comply with the terms of this SECTION 4.4.

Repurchase by the Company. (a) If the Company fails to consummate, in its own name or through one or more wholly-owned subsidiaries, within the 12-month period commencing on the date hereof, the acquisition of radio station properties having an aggregate purchase price of at least $10,000,000, the Company will, within 60 days from the date of its receipt of the written request of Buyer given within 30 days following the end of such 12-month period, repurchase the Series A Preferred Stock then held by Buyer at the per share Purchase Price, plus an amount equal to all unpaid dividends thereon, including accrued dividends, whether or not declared, to the date of repurchase, which shall be paid by the Company to Buyer in cash at the closing thereof. (b) If the Company fails to raise additional equity of $5,000,000 or more, in its own name or through one or more wholly-owned subsidiaries, within the 24-month period commencing on the date hereof, the Company will, within 60 days from the date of its receipt of the written request of Buyer therefor given within 30 days following the end of such 24-month period, repurchase the Series A Preferred Stock then held by Buyer at the per share Purchase Price, plus an amount equal to all unpaid dividends thereon, including accrued dividends, whether or not declared, to the date of repurchase, which shall be paid by the Company to Buyer in cash at the closing thereof.

Repurchase by the Company. Subject to the terms and conditions of this Agreement, on the Repurchase Date (as defined in Section 2 below), the Stockholder shall sell to the Company and the Company shall repurchase from the Stockholder the Shares for a purchase price of $5.50 per Share, for a total repurchase price of $1,193,500 (the "Repurchase Price"), payable in cash on the Repurchase Date.

Repurchase by the Company. Provided the Company has not defaulted with all of the terms and conditions of the Related Agreements, and has not received notice from ITC, in writing, alleging a default as that term is defined in the Settlement Agreement, the Company shall have the right at its sole discretion, to repurchase this Option from the Holder hereof by paying the Holder hereof ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), if paid prior to the twelve (12) month anniversary hereof; or TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), if paid after the twelve (12) month anniversary hereof, payable by wire transfer or cashier's check to the Holder in accordance with written instructions delivered by the Holder to the Company. Further, with all of the terms and conditions of the Related Agreements, the Company may exercise this right to repurchase at any time prior to the Option Effective Date as defined in Section 1 hereof.