Repurchase Procedure. Upon notice from the Company of exercise of -------------------- its rights under this Section 8 and determination of the purchase price for the Shares so repurchased, the Optionee shall transfer the Shares or appropriate part thereof to the Company against payment by the Company of the purchase price therefor. If upon the expiration of the 90-day period following the Optionee's termination of employment the Company shall have failed to elect to repurchase all of the Shares, the repurchase rights with respect to the Shares not so elected to be repurchased imposed by this Section 8 shall terminate, and the Optionee or his or her legal representatives may thereafter transfer such Shares. The Optionee or his or her legal representatives may in no event transfer any Shares prior thereto, other than to the Company.
Repurchase Procedure. The Company may exercise its repurchase rights under Section 3 hereof by giving notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Board obtains actual knowledge of the breach giving rise to such repurchase rights. The Repurchase Notice shall specify the aggregate purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, and the date, time and place for a closing of the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Repurchase Notice by the Company to the Stockholder. The Company's repurchase rights under Section 3.2 hereof shall lapse with respect to any event giving rise thereto if not exercised within the foregoing time periods in accordance with the procedures specified in this Section 3.3 except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities being repurchased hereunder in accordance with Section 6 hereof, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to Section 3.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on the Company's books and records.
Repurchase Procedure. The Company’s Right of Repurchase shall terminate if not exercised by written notice from the Company to the Founder within ninety (90) days after the date of Termination.
Repurchase Procedure. (a) By no later than 6:00 P.M. Eastern Time on the Business Day immediately preceding each Misys Repurchase Date, Allscripts shall provide to Misys a completed calculation chart in the form of Exhibit A hereto (the “Repurchase Calculation Chart”) indicating the date, amount and pricing of all purchases of shares of Allscripts Common Stock from Other Holders in the relevant Repurchase Period and the calculations performed to determine the Misys Repurchased Shares Price and the number of Misys Repurchased Shares. Each Repurchase Calculation Chart shall be delivered to Misys pursuant to the notice provisions in Section 5.2 with separate copies to be sent by electronic mail to the following individuals at the corresponding electronic mail addresses below as well as such other individuals at such electronic mail addresses as Misys may request:
(i) Xxxxx Xxxxx, acting Chief Financial Officer (xxxxx.xxxxx@xxxxx.xxx); and
(ii) Glyn Fullelove, Vice-President for Tax and Treasury (xxxx.xxxxxxxxx@xxxxx.xxx).
(b) By 9:30 A.M. Eastern Time on the Misys Repurchase Date, Misys shall deliver to Allscripts (i) wire transfer instructions for the Misys Repurchased Share Price and (ii) the stock certificates, duly endorsed or accompanied by a duly endorsed stock power, representing such Misys Repurchased Shares, if such shares are in physical form or, if in book entry, appropriate transfer instructions to the transfer agent. Promptly after receipt of such wire transfer instructions and stock certificates, Allscripts shall transfer the Misys Repurchased Shares Price in immediately available funds to the account designated by Misys. It is the intent of the parties that all actions contemplated by this Section 2.2(b) are to be completed by the end of the Misys Repurchase Date.
(c) The Misys Repurchased Shares Price to be determined on any Misys Repurchase Date shall be an amount equal to (i) the number of Misys Repurchased Shares on such date multiplied by (ii) the volume average weighted purchase price paid by Allscripts for all Other Repurchased Shares purchased by Allscripts during the Repurchase Period immediately prior to the Misys Repurchase Date without deduction for any commissions, fees or other costs and expenses related to such purchases.
(d) Allscripts shall direct its transfer agent to either (a) issue new stock certificates to Misys UK Holdings and Misys US Holdings representing the number of shares of Allscripts common stock owned by Misys UK Holdings and Misys US...
Repurchase Procedure. Seller shall prepare the Assignment and pay all costs and expenses reasonably incurred by Purchaser in effecting the re-conveyance of a repurchased Loan including, but not limited to, the cost of recording the Assignment of the related Mortgage (if applicable). Upon completion of such purchase or repurchase by Seller, Purchaser shall forward to Seller all servicing records and all documents relating to such repurchased Loans.
Repurchase Procedure. Any repurchase of Shares by the Company shall take place at the principal executive offices of the Company at the time and date set by the Company. Such sale shall be effected by the Optionee’s delivery to the Company of a certificate or certificates evidencing the repurchased Shares, duly endorsed for transfer to the Company, against payment to the Optionee by the Company of the Repurchase Price by check for the repurchased Shares (which check may be delivered by mail) or by cancellation of indebtedness owed to the Company by the Optionee. Upon the mailing of a check in payment of the Repurchase Price in accordance with the terms hereof or cancellation of indebtedness as aforesaid, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.
Repurchase Procedure. If Seller repurchases Purchased Assets pursuant to Section 5.2, (i) Seller shall, on the related repurchase date, pay the related repurchase price by wire transfer of immediately available funds to an account designated by Buyer and (ii) Buyer shall, on such repurchase date, execute such documents and instruments of transfer or assignment and take such other actions as may be reasonably requested by Seller to effect the sale of such Purchased Assets to Seller. All such Purchased Assets shall be reassigned by Buyer without recourse, representation or warranty of any kind.
Repurchase Procedure. The Company’s Right of Repurchase shall terminate if not exercised by written notice from the Company to the Optionee within ninety (90) days from the date on which the Company learns of the Engagement Termination. If the Company exercises its Right of Repurchase, the Optionee shall promptly endorse and deliver to the Company the stock certificates representing the Shares being repurchased, and the Company shall then pay promptly (but in no event later than ninety (90) days after the date of Engagement Termination), pursuant to the provisions of Section 4.3 of this Agreement, the total repurchase price to the Optionee.
Repurchase Procedure. Repurchases of Stock under the terms of this Section 8 shall be made at the offices of the Corporation or its designee on a mutually satisfactory Business Day within fifteen (15) days after delivery of the Repurchase Notice, provided that the closing will be deferred until such time as the Applicable Employee Stockholder has held the shares of Stock for a period of at least six (6) months and one (1) day. Delivery of certificates or other instruments evidencing such Stock duly endorsed for transfer and free and clear of all liens, claims and other encumbrances (other than those encumbrances hereunder) shall be made on such date against payment of the purchase price therefor. The Corporation shall have the right to record such repurchases of Stock on its books and records without the consent of the Applicable Employee Stockholder, so long as such transactions are consistent with the terms of this Agreement.
Repurchase Procedure. (a) Upon the occurrence of a Forfeiture Event before the Release Date, the Company may exercise the Repurchase Option by delivering to Purchaser (or his permitted transferee or legal representative, as the case may be) within ninety (90) days after the date of the Forfeiture Event (the “Repurchase Period”)
(i) written notice of the Company’s election to exercise the Repurchase Option; and (ii) payment of the Purchase Price in cash or by check. Promptly thereafter, the Company and the Purchaser will take all steps necessary to accomplish the transfer of the repurchased Shares to the Company. The Purchaser hereby appoints the Company with full power of substitution, as the Purchaser’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Purchaser to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such repurchased Shares to the Company.
(b) If the Company does not exercise the Repurchase Option within the Repurchase Period with respect to any Forfeiture Event, the Shares will be released from the Repurchase Option with respect to that Forfeiture Event upon the expiration of the Repurchase Period.
