Repurchase of Common Stock Sample Clauses

Repurchase of Common Stock. The Company shall give 30 days prior written notice to each Holder before purchasing, redeeming, retiring or otherwise acquiring any shares of Common Stock of the Company.

Repurchase of Common Stock. (a) If the Initial Limited Partner shall elect to purchase from its stockholders Common Stock for the purpose of delivering such Common Stock to satisfy an obligation under any dividend reinvestment plan adopted by the Initial Limited Partner, any employee stock purchase plan adopted by the Initial Limited Partner, or for any other purpose, the purchase price paid by the Initial Limited Partner for such Common Stock and any other expenses incurred by the Initial Limited Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Initial Limited Partner, subject to the condition that: (i) if such Common Stock subsequently is to be sold by the Initial Limited Partner, the Initial Limited Partner shall pay to the Partnership any proceeds received by the Initial Limited Partner from the sale of such Common Stock (provided that an exchange of Common Stock for Partnership Units pursuant to Section 15.1(b) would not be considered a sale for such purposes); and (ii) if such Common Stock is not re-transferred by the Initial Limited Partner within 30 days after the purchase thereof, the Initial Limited Partner shall cause the Partnership to cancel a number of Partnership Units held by the Initial Limited Partner (as applicable) equal to the product of (A) the number of shares of such Common Stock, multiplied by (B) a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such cancellation. (b) If the Initial Limited Partner purchases shares of Common Stock from the Trust (as from time to time defined in the Articles of Incorporation), the Partnership will purchase from the Initial Limited Partner a number of Partnership Units, at a price per Partnership Unit equal to the price per share of Common Stock paid by the Initial Limited Partner, equal to the product of (i) the number of shares of Common Stock purchased by the Initial Limited Partner from the Trust, multiplied by (ii) a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such purchase.

Repurchase of Common Stock. (a) Under the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Closing (as defined below), the Sellers shall sell to Open Lending such aggregate number of shares of Common Stock (such aggregate amount, the “Repurchased Shares”) equal to $37.5 million (the “Purchase Price”), divided by the price at which the shares of Common Stock are sold to the public in the Secondary Offering, less the underwriting discount.

Repurchase of Common Stock. In the event that Executive’s employment terminates for any reason, the Company shall have the right (or obligation) to purchase all of the shares of Common Stock that the Executive owns, whether acquired before or after the Effective Date of this Agreement, subject to the terms and conditions set forth herein. (i) If Executive’s employment is terminated for any reason during the Employment Term, the Company shall have the initial right to purchase all (but not less than all) of the Common Stock owned by the Executive (“Call Option”). The Company shall have the right to exercise the Call Option by giving written notice to Executive within sixty (60) days after the date of termination, which shall set forth the fair market value of the shares being purchased as determined in the good faith of the Board (“Call Notice”). In the event that the Company fails to exercise the Call Option on a timely basis, its rights under this Section 5(a)(i) shall automatically terminate. If the Call Notice is delivered on a timely basis and the Executive agrees with the valuation set forth in the Call Notice, he shall provide a written acceptance to the Company within fifteen (15) days from the date of the Call Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Call Notice is delivered on a timely basis and the Executive disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(a)(iii) below. (ii) If Executive’s employment is involuntarily terminated for any reason (including a Constructive Termination) during the Employment Term, but the Company does not exercise the Call Option on a timely basis, the Executive shall have the right to cause the Company to repurchase all (but not less than all) of the Common Stock owned by the Executive (“Put Option”). Notwithstanding the foregoing, the Executive shall not have the right to exercise the Put Option in the event of a Termination for Business Reasons. The Put Option shall become exercisable upon the expiration of the Call Option. The Executive shall have the right to exercise the Put Option by giving written notice to the Company within sixty (60) days after the expiration of the Call Option, which shall set forth the fair market value of the shares being sold to the Company as determined in good faith by the Executive (“Put Notice”). If the Executive fails to exercise the Put Option ...

Repurchase of Common Stock. The Company covenants and agrees that it will not, without the prior written consent of each affected Bank Holder, to the extent that such Bank Holder is subject to the provisions of the Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder), directly or indirectly, purchase, redeem, retire or otherwise acquire any shares of capital stock of the Company if, as a result of such purchase, redemption, retirement or other acquisition, any Bank Holder, together with its Affiliates, will own, or be deemed to own, Warrant Shares or other shares of capital stock of the Company representing capital equal to 5% or more of the aggregate shares of capital stock of the Company then outstanding (assuming the full exercise of all Warrants then held by such Bank Holder and its Affiliates).

Repurchase of Common Stock. DPUI agrees that for so long as members of the Alleghany Group beneficially own, in the aggregate, more than fifty percent (50%) of the then outstanding shares of Common Stock, DPUI shall not, and shall cause the other members of the DPUI Group not to, purchase, redeem or otherwise acquire or retire for value any shares of Common Stock or any warrants, options or other rights to acquire Common Stock other than (i) the repurchase of Common Stock deemed to occur upon exercise of stock options to the extent that shares of Common Stock represent a portion of the exercise price of the stock options or are withheld by DPUI to pay applicable withholding taxes and (ii) the repurchase of Common Stock deemed to occur to the extent shares of Common Stock are withheld by DPUI to pay applicable withholding taxes in connection with any grant or vesting of restricted stock.

Repurchase of Common Stock. In the event that MJG and SZI, whether directly or indirectly through any Affiliate, shall at any time without the express approval of a Disinterested Majority have in the aggregate Beneficial Ownership of Common Stock in excess of 35% of the Fully Diluted Common Stock of Matria (whether due to redemption, open market repurchases, an issuer tender offer or otherwise), Matria shall have the right and option, in addition to any other remedy for breach of this Agreement, to repurchase shares of Common Stock held by MJG Affiliates or the SZI Affiliates (other than shares of Common Stock acquired upon conversion of the Convertible Preferred Stock or upon exercise of the Warrants) in order to reduce such beneficial ownership of Common Stock to such percentage. Such right and option may be exercised by Matria by delivering written notice to MJG or SZI, as the case may be, on any business day at the address set forth in Section 7(h) and the closing of the repurchase shall occur at the principal office of Matria within 10 business days of the date of such notice. At such closing, Matria shall tender the Market Price per share of the Common Stock subject to repurchase in immediately available funds and the selling party shall deliver certificates for the shares to be purchased duly endorsed for transfer to Matria together with a certificate to the effect that such selling party owns the shares to be transferred free and clear of any and all liens, claims and other adverse interests other than restrictions imposed by applicable securities laws.

Repurchase of Common Stock. Simultaneously with the Closing, the Company shall have purchased from Raul Xxxxxxxxx xx aggregate of 100,917 shares of Common Stock for an aggregate purchase price of $329,998.59.

Repurchase of Common Stock. Prior to the Trigger Date, without GE’s prior written consent, Genworth shall not, and shall cause the other members of the Genworth Group not to, purchase, redeem or otherwise acquire or retire for value any shares of Class A Common Stock or any warrants, options or other rights to acquire Class A Common Stock other than (1) the repurchase of Class A Common Stock deemed to occur upon exercise of stock options to that extent that shares of Class A Common Stock represent a portion of the exercise price of the stock options or are withheld by Genworth to pay applicable withholding taxes and (2) the repurchase of Class A Common Stock deemed to occur to the extent shares of Class A Common Stock are withheld by Genworth to pay applicable withholding taxes in connection with any grant or vesting of restricted stock.

Repurchase of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell to the Company, all of the Stockholder's right, title and interest in and to the Repurchase Shares. On the Effective Date, the Stockholder shall deliver to the Company certificates representing the Repurchase Shares, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the Company shall cancel such shares by delivering the Shares to the Company’s stock transfer agent for cancellation. In the event that the certificate delivered by the Stockholder shall represent a greater number of shares of Common Stock, the Company shall promptly reissue and deliver to Stockholder a certificate representing any shares of Common Stock delivered in excess of the Repurchase Shares.