Repurchase of Common Shares Sample Clauses

Repurchase of Common Shares. (A) At any time on or after January 1, 2007 and before June 30, 2007, the Company may repurchase the Common Shares from the Employee if the Company does not deliver to Stanford Venture Capital Holdings, Inc., a Delaware corporation, an audited, unqualified income statement for a calendar year of the Company ending on or prior to December 31, 2006 in which the Company or Centra Industries, Inc. (“Centra”) following any merger of the Company with Centra or any wholly owned subsidiary thereof, generated not less than $50 million of consolidated revenue and not less than $5 million of consolidated pre-tax net income, in all cases applying SEC authorized accounting principles and practices but excluding all non-recurring revenues and gains, including but not limited to any reorganization of any consolidated entity (a “Vesting Event”). If a Vesting Event fails to occur and the Company does not repurchase the Common Shares prior to June 30, 2007, the Common Shares shall not longer be subject to repurchase by the Company.
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Repurchase of Common Shares. (a) At any time and from time to time during the period commencing on the date hereof and ending on the date that is 24 months after the date that all of the Tranche A Warrants have been exercised by CBG (the “Repurchase Period”), the Company shall purchase for cancellation, whether by way of normal course issuer bid, substantial issuer bid, self tender offer, or otherwise, the lesser of:
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Repurchase of Common Shares. Effective as of the Pricing Date, subject to and conditioned upon the closing of the IPO, the Company shall automatically and without further action by any party, repurchase from Holder a number of shares of the Company’s common stock as-converted in connection with the pricing of the IPO and issuable to Holder in respect of Holder’s Class A Shares (the “Repurchased Shares”) with an aggregate value equal to (i) the Tax Obligations, as determined by the Company based on the assumptions set forth on Schedule A hereto, less (ii) the net after-tax value of the Retained Dividends, to the extent that the Company (or its affiliate) holds any Retained Dividends as of the Pricing Date. The Repurchased Shares shall be repurchased in accordance with the foregoing at a price equal to the IPO price per share of the Company’s common stock (as determined by the Company’s Board of Directors (in consultation with the underwriter in the IPO) as of the pricing of the IPO) less the per share “spread” realized by the underwriter in connection with the IPO, as determined by the Company, (such repurchase amount, in the aggregate, the “Purchase Price”); provided, that if the IPO does not close on or prior to the 30th day following the Pricing Date, the Class A Shares shall be deemed not to have vested and the Repurchase shall be null and void and of no force or effect on any party. Holder hereby expressly authorizes and directs the Company to pay the Purchase Price and the net after-tax value amount of any Retained Dividends then-held by the Company directly to the applicable taxing authorities in respect of any portion of the Tax Obligations with respect to which the Company has a duty to withhold taxes, in lieu of any payment to Holder in respect of such portion of the Purchase Price and any Retained Dividend (as applicable). The Company shall promptly (and in any event within thirty days after the Pricing Date) pay to Holder any portion of the Purchase Price and any Retained Dividends (in each case, without interest) that, taken together, exceed such tax withholding obligations. Holder acknowledges and agrees that Holder shall be and remain solely liable for the payment of any Tax Obligations imposed on Holder in connection with the transactions contemplated by this Agreement in excess of amounts withheld by the Company, and shall timely remit such Tax Obligations to the applicable taxing authority. For clarity: (x) if the Pricing Date does not occur on or prior to December 24...
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Repurchase of Common Shares. Upon the termination of a Management Investor's employment (or directorship, as the case may be) with the Company, such Management Investor (or the Investor's heirs, spouse or former spouse or other legal representative, to the extent then otherwise empowered to act on behalf of such Investor) may elect to sell, and the Company shall purchase from such Management Investor (or the Investor's heirs, spouse or former spouse or other legal representative) may sell all, but not less than all, of the shares of Common Stock owned by such Management Investor within six (6) months of such termination upon the written request of such Management Investor and upon the terms set forth in Section 5.2. The Company may assign and delegate its right or obligation to purchase Common Stock under this Section 5 to one or more of the Management Investors, as directed by the Management Investor representatives.
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Related to Repurchase of Common Shares

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Redemption of Warrants for Shares of Common Stock Subject to Section 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.4 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Common Stock during the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends. Redemption Date Redemption Fair Market Value of shares of Common Stock (period to expiration of warrants) ≤10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 ≥18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

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