Repurchase of Purchased Shares. Notwithstanding any provision to the contrary contained in Section 6 of the Shareholders’ Agreement, each of the undersigned agrees that the Institutional Shareholders and the Company shall only be entitled to exercise their respective repurchase rights set forth in Section 6 of the Shareholders’ Agreement with respect to the Purchased Shares upon the termination of the relevant Employee Shareholder (i.e., either Xxxx or Hannah, as the case may be) for Cause (as defined below) or due to such Employee Shareholder’s resignation (other than upon the “Retirement” of such Employee Shareholder, as such term is defined in the Option Agreements). For purposes of this Agreement, “Cause” shall have the meaningascribed to such term in any written employment agreement between the relevant Employee Shareholder and one or more of the Company’s subsidiaries. The terms and conditions of this Agreement shall only apply with respect to the Purchased Shares, and no other capital stock of the Company. Except as expressly set forth herein, each of the terms and conditions of the Shareholders’ Agreement shall remain and full force and effect in accordance with the terms thereof.
Repurchase of Purchased Shares. If the closing of the transactions contemplated by the XXXXX Purchase Agreement fails to occur for any reason within one (1) Business Day after the Closing, then on the second Business Day after Closing the Company shall repurchase all of the Purchased Shares previously issued and sold to each Purchaser pursuant to Section 2.01(b) for the same purchase price paid by each Purchaser pursuant to Section 2.01(c). 11 Section 2.09
Repurchase of Purchased Shares. The Company is not prohibited by Law or Contract (including under its existing debt arrangements or the debt arrangements contemplated by the Debt Commitment Letter) from repurchasing all the Purchased Shares if the closing of the transactions contemplated by the XXXXX Purchase Agreement fails to occur for any reason within one (1) Business Day after the Closing, as contemplated by Section 2.08. The Company is not prohibited from making and, after giving effect to the issuance to the Purchasers of the Purchased Shares and the receipt by the Company of the aggregate Common Share Offering Price therefor from the Purchasers will have sufficient available unrestricted cash or other available liquidity to make, such repurchase.
Repurchase of Purchased Shares. If the Offering does not close ------------------------------ within nine months after the Communicade Option Notice is delivered, (x) Communicade can cause the Company and the Company agrees to repurchase the Option Shares and (y) upon the affirmative vote of a majority of the Stockholders, the Company can cause Communicade and Communicade agrees to sell the Option Shares to the Company, in each instance at a price per share equal to the
Repurchase of Purchased Shares. 6.1 On Insolvency or Bankruptcy of Purchaser. In the event that the Purchaser becomes technically insolvent, files for bankruptcy, is forced into involuntary bankruptcy, or seeks to effect a transfer of assets outside of the ordinary course of business in order to satisfy creditor obligations, the Vendor shall have the right:
