Repurchase Closing. The Company's repurchase rights under Section 3.2 shall be exercisable at any time within ninety (90) days following the Termination of Employment by notice to the Stockholder (the "Repurchase Notice"). The closing of the repurchase of such Shares shall be held (a) not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice if such Termination of Employment is the result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof or (b) otherwise, not earlier than five (5) days nor later than thirty (30) days after determination of the Common Equity Value pursuant to Section 3.4. The Company's repurchase rights under Section 3.2 shall lapse if not exercised within the time periods (if any) specified above in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Shares being repurchased hereunder in accordance with Section 8 hereof, all of the Shares being repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.
Repurchase Closing. Except as provided in Section 5.2 hereof, the Company’s repurchase of any Shares under Section 2.1 shall take place within one hundred eighty days (180) days after the Termination of Employment for Cause following notice to the Stockholder (the “Repurchase Notice”) specifying the number of Shares to be repurchased. The closing of the repurchase of such Shares shall be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice. The Company’s repurchase rights under this Section 2.2 shall lapse if not exercised within the time periods specified above in accordance with the provisions hereof, except as otherwise provided in Section 5 hereof. Upon delivery by the Company of the repurchase price for the Shares being repurchased in accordance with Section 6 hereof, all of such Shares shall no longer be deemed to be outstanding, all of the Stockholder’s rights with respect to such Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 2.2, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares on its books and records.
Repurchase Closing. (a) On the Scheduled Repurchase Date or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”), Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (ii) complete the repurchase of the Mortgage Loan by provisional payment the Repurchase Price by transfer of immediately available funds into an account specified by MBF not later than 3:00 p.m. Central Time on such date in an amount equal to an estimate of the Repurchase Price (such estimate to be determined by MBF in its sole discretion based upon the most recent available information with respect to the Mortgage Loan, provided that in no event shall the estimate of the Repurchase Price be less than the Acquisition Price of such Mortgage Loan). Funds received by MBF after said time shall be deemed received on the next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price.
(b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) shall convey to Seller or its designee absolutely, and not by way of collateral assignment, all rights, title and interest in and to the Mortgage Loan free and clear of any lien, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunder.
(c) Seller, or a Takeout Investor acting on behalf of Seller, may aggregate the provisional payments of the Repurchase Prices for several Mortgage Loans in one wire transfer. Upon receipt by MBF of such amounts, MBF will attempt to match the funds received to the Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout ...
Repurchase Closing. (a) The delivery of the Repurchased Shares ------------------ (the "Repurchase Closing") shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at the Payment Time.
Repurchase Closing. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice which date shall not be more than 60 days nor less than 10 days after the delivery of such notice delivered. Subject to Section 8(e), the Company shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds. The Company shall be entitled to receive customary representations and warranties regarding good title to such securities, free and clear of any liens or encumbrances, power and authority, due execution, and enforceability.
Repurchase Closing. The closing of the purchase of the Vested Units pursuant to the Repurchase Option shall take place on the date designated by the LLC in the LLC Repurchase Notice, which date shall be a business day not more than 60 days nor less than five days after the delivery of such notice. Subject to Section 4(e), the LLC shall pay for the Vested Units to be purchased pursuant to the Repurchase Option by delivery of a cashier’s or certified check or wire transfer of funds. The LLC shall be entitled to (x) receive from the transferor thereof representations and warranties regarding good title to such securities, free and clear of any liens or encumbrances, authorization and/or capacity to sell such securities and that the agreement containing such representations and warranties is a valid and binding agreement, enforceable against such transferor in accordance with its terms, without violation of any agreement, contract or other provision to which such transferor is party and (y) require that signatures be guaranteed by a national bank or reputable securities broker. Upon delivery of the LLC Repurchase Notice, the Vested Units to be repurchased shall automatically represent solely the right to receive the applicable repurchase price and such Vested Units shall no longer be deemed to be outstanding. The Vested Units to be repurchased by the LLC shall first be satisfied to the extent possible from the Vested Units held by Executive at the time of delivery of the Repurchase Notice. If the number of Vested Units then held by Executive is less than the amount of Vested Units the LLC has elected to purchase, the LLC shall purchase the remaining Vested Units elected to be purchased from the other holder(s) of Vested Units, pro rata according to the number of shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Vested Units to be repurchased hereunder shall be allocated among Executive and the other holders of Vested Units (if any) pro rata according to the number of Vested Units to be purchased from such persons.
Repurchase Closing. At the closing of a Company repurchase ------------------ of Investor Stock pursuant to this Section 0 (xxx "Xxxxxxxxxx Xxxxxxx"), each ------------------ Investor selling Investor Stock shall deliver to the Company all existing stock certificates evidencing the Investor Stock held by such Investor, upon the Company's delivery to each such selling Investor of Cash in an aggregate amount equal to the Repurchase Price of such Investor Stock.
Repurchase Closing. (a) At the Repurchase Closing, the Company shall update the register of members and cancel the Repurchased Shares. At the Repurchase Closing, the Seller shall surrender the share certificates representing the Repurchased Shares to the Company for cancellation, and the Company shall deliver substitute share certificates to the Seller to evidence remaining Series A-1 Preferred Shares owned by the Seller.
(b) Within twenty (20) days after the Repurchase Closing, but no later than November 30, 2019, the Repurchase Price shall be paid by the Company to the bank account as designated in advance by the Seller.
(c) Notwithstanding the foregoing, the Company shall be entitled to deduct the Holdback Amount (as defined below) from the Repurchase Price paid to the Seller as applicable in accordance with Section 5(a) hereof.
Repurchase Closing. The closing of the Repurchase (the “Repurchase Closing”) shall occur upon the later of a) the consummation of the Offering and b) satisfaction (or waiver by the Company) of all of the conditions set forth in Section 3.2 above. At the Repurchase Closing, the Company shall pay the Shareholder an amount in cash equal to the Gross Repurchase Amount against delivery of certificates representing the Repurchase Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Repurchase Shares in blank. Payment of the Gross Repurchase Amount shall be in U.S. Dollars and shall be made at the Repurchase Closing by wire transfer of immediately available funds to an account with Bank of America designated by the Shareholder in writing.
Repurchase Closing. The closing of the Hotel-Conference Center Property Repurchase (the “Repurchase Closing”) shall occur thirty (30) days after the Building Permit Deadline, or such earlier date as mutually agreed by EPWA and Xxxxxx-35 (the “Repurchase Closing Date”), at a specific time, and place of closing at a title company located in Oklahoma County, Oklahoma of EPWA’s choosing. The parties shall deliver or cause to be delivered the following documents on or before the Repurchase Closing Date, and agree to the following terms in connection with the Repurchase Closing:
