Repurchase Event. (a) Upon the occurrence of a Repurchase Event with respect to any Purchased Receivable or any portion thereof, Seller Representative on behalf of the applicable Seller (or the applicable Seller directly) shall, within one Business Day of written notice from Xxxxx Fargo to the Seller Representative (which notice shall be promptly forwarded from the Seller Representative to the applicable Seller), purchase from Xxxxx Fargo such Purchased Receivable and shall pay to Xxxxx Fargo the Repurchase Price in respect of such Repurchased Receivable or portion thereof (such Purchased Receivable, once repurchased in accordance with this Section 3.1, a “Repurchased Receivable”); it being understood and agreed that the obligations of the Seller Representative and the Sellers to make such a purchase upon a Repurchase Event under this Section 3.1(a) shall be in full force and effect notwithstanding the occurrence of a Credit Reason of the applicable Account Debtor for such Purchased Receivable. Each Seller and the Servicer each hereby authorizes Xxxxx Fargo at all times, and Xxxxx Fargo may, at its option, either: (i) setoff against the Servicing Bonus or any amount at any time owing (including any Purchase Price) by Xxxxx Fargo to any Seller for any amounts at any time owing by any Seller to Xxxxx Fargo, with respect to a Repurchased Receivable, (ii) after the occurrence and during the continuation of a Termination Event, debit or deduct from any deposit account of any Seller any amounts at any time owing by any Seller to Xxxxx Fargo with respect to a Repurchased Receivable, or (iii) require that the applicable Seller make a cash payment to Xxxxx Fargo in respect of such amounts. All such payments by the applicable Seller to Xxxxx Fargo on account of the Repurchase Price shall be due and payable on the next Business Day after the date of the notice by Xxxxx Fargo to the Seller Representative requiring that the applicable Seller repurchase any such Repurchased Receivable.
(b) Effective upon receipt by Xxxxx Fargo of the Repurchase Price with respect to a Repurchased Receivable, such Repurchased Receivable shall be deemed sold by Xxxxx Fargo to the applicable Seller, without recourse, representation or warranty, except that Xxxxx Fargo represents that each Repurchased Receivable shall be transferred to the applicable Seller free and clear of any Liens imposed by or through Xxxxx Fargo.
Repurchase Event. A Repurchase Event shall be defined as the occurrence of any one of the following events:
(a) For any period of five consecutive trading days following the date hereof there shall be no Trading Price of the Common Stock on the Nasdaq SmallCap Market, the Nasdaq National Market, the NYSE or the AMEX;
(b) The Common Stock ceases to be listed for trading on the Nasdaq SmallCap Market, the Nasdaq National Market, the NYSE or the AMEX;
(c) Any consolidation or merger of the Company or any subsidiary of the Company with or into another entity (other than a merger or consolidation of a subsidiary of the Company into the Company or a wholly-owned subsidiary of the Company) where the shareholders of the Company immediately prior to such transaction do not collectively own at least 51% of the outstanding voting securities of the surviving corporation of ouch consolidation or merger immediately following such transaction;
(d) The adoption of any amendment to the Company's Certificate of Incorporation or the taking of any other action which materially and adversely affects the rights of the Holder;
(e) The inability for a period of 30 days or more of the Holder to sell shares of Common Stock issued upon conversion of this Note pursuant to the Registration Statement (1) by reason of the requirements of the Act, the 1934 Act or any of the rules or regulations under either thereof or (2) due to the Registration Statement containing any untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading or other failure of the Registration Statement to comply with the rules and regulations of the SEC;
Repurchase Event. Upon the occurrence of a Tax Event or a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Bonds or any portion thereof (in minimum principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) on the Tax Event Repurchase Date or Fundamental Change Repurchase Date at a price equal to the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, as applicable.
Repurchase Event. 34- Request for Release.................................................................-34- Required Insurance Policy...........................................................-34-
Repurchase Event. Promptly after the occurrence thereof, notice of the occurrence of a Repurchase Event.
Repurchase Event. 74 Section 12.7
Repurchase Event. A "Repurchase Event" shall be deemed to occur (i) upon the occurrence of a Change in Control, (ii) in the event that the Company fails to obtain either of the Stockholder Approvals on or before March 9, 2000 or (iii) in the event that the Notes are not mandatorily converted into shares of Common Stock in accordance with Article Fourteen on or before March 9, 2000, provided that the date set forth in clauses (ii) and (iii) may be extended to March 31, 2000 with the consent of the registered holders of a majority of the aggregate principal amount of the Notes and the Convertible Notes, considered as a single class, at the time Outstanding.
Repurchase Event. A "Repurchase Event" shall be deemed to have occurred at such time as:
(a) any Person, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any such subsidiary, is or becomes the beneficial owner, directly or indirectly, through a purchase or other acquisition transaction or series of transactions (other than a merger or consolidation involving the Company), of shares of capital stock of the Company entitling such Person to exercise in excess of 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; or
Repurchase Event. For purposes of this Agreement, a Repurchase Event means any one of the following events:
(i) If at any time from the effective date of the Employment Agreement through the two (2) year anniversary of the Termination Date, Executive directly or indirectly through another entity (A) induces or attempts to induce any employee of the Company (or any of its Subsidiaries or any of its other Affiliates to which Executive provides executive services (each Subsidiary and Affiliate, together with RSI, a “Designated Affiliate”) to leave the employ of the Company or such Designated Affiliate; (B) hires or employs any person who was an employee of the Company or any Designated Affiliate at any time during the from the effective date of the Employment Agreement through the Termination Date; (C) calls on, solicits, or services any customer, supplier, licensee, licensor or other business relation or
Repurchase Event. A "Repurchase Event" shall be deemed to have occurred at such time as:
(a) any Person, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any such subsidiary, is or becomes the beneficial owner, directly or indirectly, through a purchase or other acquisition transaction or series of transactions (other than a merger or consolidation involving the Company), of shares of capital stock of the Company entitling such Person to exercise in excess of 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; or
(b) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (i) any such transaction pursuant to which the holders of the Common Stock immediately prior to such transaction have, directly or indirectly, shares of capital stock of the continuing or surviving corporation immediately after such transaction which entitle such holders to exercise in excess of 50% of the total voting power of all shares of capital stock of the continuing or surviving corporation entitled to vote generally in the election of directors and (ii) any merger (1) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock or (2) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock); provided, however, that a Repurchase Event shall not be deemed to have occurred if either (a) the Closing Price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 105% of the Conversion Price in effect on each such trading day, or (b) at least 90% of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the Repurchase Event consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in such connection with such Repurchase Event) and as a result of such transaction or ...
