REPURCHASE DUE TO SALE OF RESTRICTED PROPERTIES Sample Clauses

REPURCHASE DUE TO SALE OF RESTRICTED PROPERTIES. At any time that the General Partner is required to purchase shares of the Series A Preferred Stock in connection with a Restricted Property Transaction pursuant to Section 7 of the Securities Purchase Agreement, the General Partner shall cause the Partnership to purchase the number of Series A-1 Preferred Units that is equal to the number of shares of Series A Preferred Stock that the General Partner is purchasing pursuant to the Securities Purchase Agreement at a purchase price per unit equal to the Early Sale Price or the Standard Sale Price, whichever is applicable at the time of such purchase under the Securities Purchase Agreement (the "RESTRICTED PROPERTIES PAYMENT AMOUNT"). The Restricted Properties Payment Amount shall be payable and distributed to the holder of the Series A-1 Preferred Units on or before the date fixed for the purchase of the Series A Preferred Stock by the General Partner pursuant to the Securities Purchase Agreement. Upon payment of the Restricted Properties Payment Amount to the General Partner, the number of Series A-1 Preferred Units purchased by the Partnership in connection therewith shall be deemed cancelled, all rights of the holder thereof shall cease (except for the right to receive the Restricted Properties Payment Amount) and the Partnership shall not make any further distributions on such units (except for the payment of the Restricted Properties Payment Amount).
Sample 1
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REPURCHASE DUE TO SALE OF RESTRICTED PROPERTIES. At any time that the Company is required to purchase shares of the Series A Preferred Stock in connection with a Restricted Property Transaction pursuant to Section 7 of the Securities Purchase Agreement, each holder of Series A-2 Preferred Units shall have the right to cause the Partnership to purchase a portion (which may be as many as all) of the Series A-2 Preferred Units held by such holder. The purchase price per Series A-2 Preferred Unit shall be equal to the Early Sale Repurchase Price or the Standard Sale Repurchase Price, whichever is applicable at the time of such purchase under the Securities Purchase Agreement (the "RESTRICTED PROPERTIES PAYMENT AMOUNT"). The Restricted Properties Payment Amount shall be payable and distributed to the holder of the Series A-2 Preferred Units on the date fixed for the purchase of the Series A Preferred Stock by the Company pursuant to the Securities Purchase Agreement. Upon payment of the Restricted Properties Payment Amount to the holder of the Series A-2 Preferred Unit, the number of Series A-2 Preferred Units purchased by the Partnership in connection therewith shall be deemed cancelled, all rights of the holder thereof shall cease (except for the right to receive the Restricted Properties Payment Amount) and the Partnership shall not make any further distributions on such units (except for the payment of the Restricted Properties Payment Amount). The aggregate amount of Series A-2 Preferred Units plus shares of Series A Preferred Stock that the Partnership and the Company, respectively, shall be obligated to purchase in connection with a Restricted Property Transaction shall be equal to the applicable release price set forth in Schedule 7 to the Securities Purchase Agreement for the Restricted Property (as defined therein) which is the subject of the Restricted Property Transaction divided by $100. If, in accordance with the Securities Purchase Agreement, not all the shares of Series A Preferred Stock and Series A-2 Preferred Units requested to be repurchased by the General Partner and the Partnership, as applicable, in connection with a Restricted Property Transaction are to be repurchased, repurchases of shares of Series A Preferred Stock and Series A-2 Preferred Units shall be made ratably from each holder requesting a purchase; provided that no holder shall have repurchased from such holder more shares and units than such holder has requested to have repurchased.
Sample 1

Related to REPURCHASE DUE TO SALE OF RESTRICTED PROPERTIES

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Forfeiture of Restricted Stock In addition to the circumstance described in Section 9(a) hereof, any and all shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the termination by the Grantee, the Company or its subsidiaries of the Grantee’s employment for any reason other than those set forth in Section 4 or other than without “Cause” prior to the date on which such shares of Restricted Stock would otherwise vest. All or any portion of the Restricted Stock may be forfeited by the Grantee prior to vesting at his or her sole discretion.

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Issuance of Restricted Shares The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

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