Repurchase of Warrants. (a) Prior to the occurrence of an Acquisition Event, BOH shall have no right to repurchase the Warrants and PCBG shall have no right to require BOH to repurchase the Warrants.
(b) At any time after the occurrence of an Acquisition Event, BOH shall have the right to purchase (or to cause a person designated by BOH to purchase), and PCBG shall have the right to require that BOH repurchase (or, if BOH shall so elect, cause a person designated by BOH to purchase), (i) all (but not fewer than all) the Warrants at the time beneficially owned by PCBG and its Affiliates at the Warrant Call Price in effect for such Warrants on the date of closing (as provided below) and (ii) all (but not fewer than all) of the shares of Common Stock purchased by PCBG and its Affiliates pursuant to this Agreement with respect to which PCBG has beneficial ownership at a price equal to the aggregate Market Value for such shares as of the date of closing (as provided below). Any purchase pursuant hereto shall take place on a Business Day specified in a notice given by BOH to PCBG or by PCBG to BOH, as the case may be (but in no event prior to the 30th day following the date of any such notice to PCBG or later than the 30th day following the date of any such notice to BOH).
(c) The closing of any repurchase of Warrants pursuant to this Section 2.1 shall take place at 10:00 a.
Repurchase of Warrants. 12 Section 5.8. Xxxxxx Employment Agreement.................................. 12 Section 5.9.
Repurchase of Warrants. Upon the Closing, the Company will repurchase all of the warrants issued to PMI pursuant to the certificate of Common Stock Purchase Warrants, dated February 7, 1996, issued by the Company, as amended by enter
Repurchase of Warrants. (a) In the event that a ----------------------- Public Market does not exist for the Common Stock on the fifth anniversary of the Issue Date (the "Triggering Date"), the Company will be required, at its option, to (i) make an offer to purchase (the "Warrant Repurchase") all outstanding Warrants and Warrant Shares issued by it in cash at the Repurchase Price no later than 120 days after the Triggering Date or (ii) take all necessary action at its own expense to cause all the Warrant Shares issued or issuable by it to be registered with the SEC pursuant to an effective shelf registration statement under the Securities Act (including the filing and making available to holders of Warrant Shares and their designees a prospectus meeting the requirements of Section 10(a)(3) thereunder) and in accordance with applicable state securities laws no later than 120 days after the Triggering 44 Date. In connection with such a registration statement, the Company shall comply with the procedures and conditions specified in Section 6.02 and the indemnification provisions of Section 6.03 shall apply.
(b) If a Public Offering relating to the Company occurs at any time between the Triggering Date and 90 days after the expiration date for a Warrant Repurchase pursuant to the preceding paragraph, the Company will pay to each Holder of Warrants or Warrant Shares that were purchased in such Warrant Repurchase an amount in cash equal to the sum of (i) the number of Warrants purchased by the Company multiplied by the excess, if any, of (A) the value, as determined pursuant to the terms of such Public Offering (net of applicable underwriting discounts and placement fees) of the number of Warrant Shares issuable upon the exercise of one Warrant over (B) the Repurchase Price paid by the Company for each Warrant in such Warrant Repurchase and (ii) the number of Warrant Shares purchased by the Company multiplied by the excess, if any, of (A) the value, determined as aforesaid, of the Warrant Shares over (B) the Repurchase Price paid by the Company for each Warrant Share in such offer.
Repurchase of Warrants. The Company shall use its reasonable best efforts to, and the Sponsor Shareholders shall use their reasonable best efforts to cause the Company to, develop and implement a plan to repurchase and retire four million (4,000,000) outstanding Warrants.
Repurchase of Warrants. In the event the Company shall fail ---------------------- to file the registration statement required by Section 7(b), or such registration statement shall not be declared effective within 150 days of the written request, then the Underwriter may require the Company to purchase, on the 151st day, the Underwriter's Warrants at a price equal to the difference between the Exercise Price and the market price per share of Common Stock as averaged over the mean between the "bid and "asked" price as of the close of each business day during the two-week period immediately preceding the 151st day; provided, however, that at the time of such purchase the average market price shall be more than $_____and further provided that the Company's net worth, at such time, is at least five (5) times the amount of the aggregate purchase price for such Underwriter's Warrants to be purchased.
Repurchase of Warrants. In the event the Company shall fail to file the registration statement required by Section 7(b), or such registration statement shall not be declared effective within 150 days of the written request, then the Underwriter may require the Company to purchase, on the 151st day, the Underwriter's Warrants at a price equal to the difference between the Exercise Price and the market price per share of Common Stock as averaged over the mean between the "bid and "asked" price as of the close of each business day during the two-week period immediately preceding the 151st day; provided, however, that at the time of such purchase the average market price shall be more than $7.20 further provided that the Company's net worth, at such time, is at least three (3) times the amount of the aggregate purchase price for such Underwriter's Warrants to be purchased.
Repurchase of Warrants. Each of CIT Group/Credit Finance, Inc., BP, Paribas Principal, Inc. and DLJ First ESC L.L.C. (collectively, the "Warrantholders") and the Company have agreed that, prior to, or concurrently with, the delivery of the Firm Common Shares on the First Closing Date, as hereinafter defined, the Company will repurchase all of the warrants representing an aggregate of 314,809 shares of Common Stock at a price per share subject to the respective warrant equal to the excess of the purchase price per Firm Common Share (as set forth in Section 2(a)) less the exercise price of such warrant. Upon such repurchase, the Company will cancel all of the warrants previously held by the Warrantholders. Each Letter Agreement dated October [ ], 1997 by and between the Company and each of the respective Warrantholders relating to the repurchase of the warrants by the Company has been duly authorized, executed and delivered and is enforceable in accordance with its terms.
Repurchase of Warrants. 24 SECTION 4.09. Capitalization........................ 24 SECTION 4.10. Letter Agreements..................... 24
Repurchase of Warrants. During the period beginning on the date hereof and ending no later than the Initial Closing Date, the Company intends to make an offer to the holders of outstanding warrants to purchase 120,511,919 shares of Common Stock to exchange the warrants for cash and restricted Common Stock of the Company. Any provision of this Agreement to the contrary notwithstanding, each Investor consents to such offer and exchange. The Company covenants and agrees that each offer and exchange of cash and Common Stock for warrants will include an undertaking by the holder of the warrants to offer any shares of Common Stock received in the exchange to the Investors at the then prevailing bid price or market price for the Common Stock before placing a sell order for such shares in the Trading Market.
