REPURCHASE REQUIREMENT Sample Clauses

REPURCHASE REQUIREMENT. The Company is hereby obligated (the "Repurchase Requirement"), at any time during the sixty (60) day period following the occurrence of a Repurchase Event, to repurchase as many of the Shares as possible using the entire proceeds of the life insurance policy in the amount set forth in Exhibit A. The Company shall repurchase all Free Trading Shares of the Shareholder before it repurchases any Restricted Shares of the Shareholder. Example: The Shareholder had 100,000 Free Trading Shares for which the repurchase price equaled $400,000 and 100,000 Restricted Shares for which the repurchase price equaled $240,000. The Company had the proceeds of the life insurance policy on the Shareholder of $510,000. Obviously, the Company does not have enough money to buy all of the Stock of the Shareholder. Therefore, the Company must first use $400,000 of the life insurance proceeds to repurchase the 100,000 Free Trading Shares and, second, use the remaining $110,000 of the life insurance proceeds to repurchase as many Restricted Shares as possible with that amount of money (in this case, the Company would repurchase 45,833 of the Restricted Shares, leaving the Shareholder's estate with 54,167 Restricted Shares subject to the Repurchase Right set forth in Section 4 below).
AutoNDA by SimpleDocs
REPURCHASE REQUIREMENT. If, prior to November 1, 1999 (i) the Company terminates the Purchaser's employment for "Cause," or (ii) the Purchaser terminates his employment voluntarily other than for "Good Reason" (as those terms are defined in the Employment Agreement), the Company shall, within 90 days from such termination date, repurchase all (but not less than all) of the Shares that shall constitute the Unreleased Shares (as defined in Section 4) at such time, at the original purchase price of $10.00 per share (the "Repurchase Price"). Such repurchase shall be effected by the Company by written notice to the Purchaser (with a copy to the Escrow Holder) and, at the Company's option, (i) by delivery to the Purchaser with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, 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 REQUIREMENT. In the event the Company for any reason does not redeem shares of Series A Preferred Stock from the Holder as provided in Section 5(b) of the Certificate of Designation, or is prohibited from making such redemption pursuant to Section 5(e)(vi) of the Certificate of Designation, then, on such redemption date, Parent will purchase or cause to be purchased such shares from the Holder in cash for the applicable Liquidation Preference Amount (as defined in the Certificate of Designation). The Holder agrees to transfer any such shares to Parent free and clear of all claims or encumbrances, except for redemption rights of the Company with respect to the shares and the terms of this Agreement.
REPURCHASE REQUIREMENT. If the Property Opening (hereinafter defined) does not occur on or before the second anniversary of the Closing Date, Purchaser shall have the right to require Seller and/or MI to repurchase the Ownership Interest in accordance with the terms and conditions of this Section 12. As used herein, the term "Property Opening" means the satisfaction of each of the following requirements:
REPURCHASE REQUIREMENT. In the event of expiration of this Agreement after the initial term or upon non-renewal of this Agreement, Employee may, at Employee's option, require that the Company purchase all of the shares held by Employee at a cash price per share equal to the book value of the shares (as determined by the Company's regular certified public accountants) as of the effective date of the expiration or non-renewal of this Agreement.
REPURCHASE REQUIREMENT. Xxxxxx, irrevocably and unconditionally agrees that in the event Borrower defaults in any Obligation to Lender, Xxxxxx shall, upon fifteen (15) days prior notice to Xxxxxx from Lender, purchase the Collateral from Lender in the amount of Borrower's outstanding Obligations to Lender. The term "Obligation" shall have the same meaning as set forth in the Stock Pledge Agreement of even date herewith. Upon payment in full of the Obligation, Lender shall deliver the Collateral to Xxxxxx.
REPURCHASE REQUIREMENT. The Company shall purchase the Purchased Units subject to the Repurchase Requirement by delivering a written notice (a “Repurchase Requirement Notice”) to the holder or holders of such Purchased Units within five business days following the Termination Date. The Repurchase Requirement Notice will set forth the number of Purchased Units to be acquired from such holder(s), the aggregate Repurchase Price to be paid for such Purchased Units, and the time and place for the closing of the transaction.
AutoNDA by SimpleDocs
REPURCHASE REQUIREMENT. On May 2, 2015, in the event that for any reason the Company has not raised from unaffiliated persons, between the date of this Agreement and May 1, 2015, gross proceeds of at least $1,200,000 from the sale of stock (but not including sales of convertible notes or conversions of convertible notes), then the Company may repurchase, and Purchaser shall be obligated to sell to the Company, as provided in this Section 5, any and all Shares which on May 2, 2015 are Unvested Shares, at a repurchase price of $0.0001 per Unvested Share.

Related to REPURCHASE REQUIREMENT

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Release Requirement Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive Shares pursuant to the settlement of Vested RSUs under Section 6(a), (b), (c), (d) or (e) above, the Grantee (or the representative of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.

  • Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,

  • Notice Requirement for Termination No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:

  • Settlement Notice Requirements Notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, containing (x) the provisions set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below and (y) a representation from Counterparty that neither Counterparty nor any of its subsidiaries has applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (I) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (II) (X) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Issuer, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (Y) where the terms of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”), other than any such applications for Restricted Financial Assistance that were (or would be) made (x) determined based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) after delivery to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

  • Release Required Any amounts payable or benefits provided pursuant to this Agreement (other than amounts payable pursuant to Section 3(a) or Section 3(d) of this Agreement) shall only be payable if (a) the Executive executes and delivers to the Company (and does not revoke) a general release of claims of the Company in a form substantially similar to the form attached as Exhibit A hereto (the “Release”), and (b) such Release becomes irrevocable within fifty-five (55) days following the date of the Qualifying Termination.

  • Satisfaction Requirement If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Termination of Requirement Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.19, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure; provided, further, that to the extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

  • SUBLEASE REQUIREMENTS The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in each sublease:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!