Repurchase of Common Shares by the Company. (a) The Board of Directors shall have authority to cause the Company to conduct a capital reduction, including the repurchase of any number of issued and Outstanding Common Shares; provided, however, that the Company shall not purchase or redeem its Common Shares for cash or other property if any such purchase or redemption would be inconsistent with the requirements of Section 18-607 or Section 18-804 of the Act.
(b) In the event the Board of Directors determines that the Company shall make an offer to repurchase any number of issued and Outstanding Common Shares, the Board of Directors shall deliver to the Transfer Agent notice of such offer to repurchase indicating the repurchase price and the date of repurchase (the “Repurchase Date”) and shall cause the Transfer Agent to mail a copy of such notice to the Members and holders of Common Shares, as the case may be, at least thirty (30) days prior to the Repurchase Date. Any Common Shares tendered and repurchased by the Company, in accordance with this Section 3.6, shall be deemed to be authorized and issued, but not Outstanding and, may subsequently be sold or Transferred for due consideration.
Repurchase of Common Shares by the Company. In the event that all of a Subscriber’s Class A Preferred Shares will be redeemed or transferred to an existing shareholder of the Company, the Subscriber agrees to the concurrent repurchase for cancellation by the Company of the Subscriber’s one Common Share at a purchase price equal to the price paid for the one Common Share. In this regard, the Subscriber further agrees to the following:
(a) the share certificate representing the Subscriber’s one Common Share shall be kept in the Company’s minute book; and
(b) the Subscriber shall execute and deliver to the Company the stock transfer power of attorney attached to this Subscription Agreement as Schedule “C”, which shall be held in escrow by the Company until such time as the Class A Preferred Shares held by the Subscriber are to be redeemed or transferred to an existing shareholder of the Company. Pursuant to such redemption or transfer, the Subscriber acknowledges and agrees that the Company shall concurrently effect the re-purchase of the Subscriber’s one Common Share without any further action on the part of the Subscriber.
