REPURCHASE RIGHTS OF THE COMPANY Sample Clauses

REPURCHASE RIGHTS OF THE COMPANY. (i) From and after a Repurchase Event, each of the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units held by such Holder (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holder) in accordance with this Section 4, in each case, for Fair Market Value, but subject to Section 4(a)(ii). The Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the Repurchase Event; provided, however, that with respect to Units acquired by a Holder after such Repurchase Event (whether by exercise of Options, distribution of shares from any deferred compensation plan or otherwise), the Company or any of its subsidiaries may exercise the right to purchase such Units until the date occurring six months after the acquisition of such Units by such Holder (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date). (ii) Notwithstanding anything contained herein to the contrary, in the event (i) a Holder materially breaches the terms of this Agreement (including Section 6) or any other agreement between the Holder and any of the Company or its subsidiaries or (ii) a Holder’s relationship with the Company or any of its subsidiaries is terminated by the Company or any of its subsidiaries for Cause, then any of the Company or any of its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Units held by such Holder (including any Units received upon a distribution from any deferred compensation plan or any Units issuable upon exercise of any Options held by such Holder) in accordance with this Section 4 for the lesser of (i) Original Cost and (ii) Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable Units.
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REPURCHASE RIGHTS OF THE COMPANY. (a) Upon the Termination of Employment at any time on or after the Bonus Date and for any reason, the Company shall have the right to repurchase from the Stockholder, and the Stockholder will at the request of the Company sell to the Company all (but not less than all) of the Shares at a purchase price per Share equal to the Market Value Per Share. (b) Upon the occurrence of a Bonus Shortfall Event, the Company shall have the right to repurchase from the Stockholder, and the Stockholder will at the request of the Company, sell to the Company all (but not less than all) of the Shortfall Shares at a purchase price per Share equal to the Original Purchase Price Per Share plus interest on such amount from the date hereof to the date of repurchase at the rate of 5% per annum.
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REPURCHASE RIGHTS OF THE COMPANY. Upon the Termination of Employment at any time and for any reason, the Company shall have the right to repurchase from the Stockholder, and the Stockholder will at the request of the Company sell to the Company all (but not less than all) of the Shares at a purchase price per Share determined pursuant to paragraphs (a) and (b) below: (a) in the event that such Termination of Employment is a result of the Stockholder's resignation (other than for Good Reason) prior to the third anniversary of the date hereof, at a purchase price per Share equal to the Original Price Per Share plus interest on such amount from the date hereof to the date of repurchase at the rate of 5% per annum; and (b) otherwise, (i) at a purchase price per Vested Share equal to the Market Value Per Share and (ii) at a purchase price per Unvested Share equal to the Original Price Per Share plus interest on such amount from the date hereof to the date of repurchase at the rate of 5% per annum.
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REPURCHASE RIGHTS OF THE COMPANY. The Stockholder currently holds an aggregate of 665,766 shares (including any shares issued in respect thereof by reason of any stock dividend, stock split, recapitalization, or other similar event affecting such shares occurring after the date hereof) (the "Total Shares") of the Company's Common Stock, $0.01 par value per share ("Common Stock"). The Stockholder hereby grants to the Company certain repurchase rights with respect to 65% of the Total Shares (i.e., 432,747 shares of Common Stock) (the "Restricted Shares"), as set forth in this Section 1.
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REPURCHASE RIGHTS OF THE COMPANY. (a) In the event of the termination ("TERMINATION") of the employment relationship between the Company and the Purchaser for any or no reason, the Company shall have the right, but not the obligation, to purchase all or part, and the Purchaser shall sell all or part, of the Shares then owned by the Purchaser (or any Permitted Transferee thereof) by delivering a written notice of such election (the "REPURCHASE STATEMENT") to the Purchaser within forty-five (45) days of such Termination. (b) The purchase price to be paid for each Share which is purchased pursuant to this SECTION 2.3 shall be the Fair Market Value. Such purchase price shall be payable, at the option of the Company, in cash, by promissory note (the "Promissory Note") with a final maturity not later than three (3) years following the date of issuance and an interest rate per annum equal to the thirteen (13) week Treasury Xxxx rate as reported in the Wall Street Journal (or other similar publication) on the date immediately preceding the date of issuance, or any combination thereof, PROVIDED, HOWEVER, that not less than fifty percent (50%) of such purchase price shall be paid in cash. "FAIR MARKET VALUE" means, as of the date, (i) the fully diluted per Share valuation completed by Duff & Xxxxxx LLC (or such other investment banking or appraisal firm selected by the Board) as of the last day of the then immediately preceding fiscal year of the Company or (ii) such other amount determined by the Board to evidence the fair market value of a Share on a fully diluted basis; PROVIDED, HOWEVER, that in all events Fair Market Value shall be calculated on a control basis without giving effect to any minority discount.
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REPURCHASE RIGHTS OF THE COMPANY. The Optionee understands that the --------------------------------- Company has the option to repurchase any Shares issued by the Company upon the exercise of any portion of this Agreement, provided, however, that such issuances were made pursuant to the exercise of Options prior to the effective date of the Company's initial underwritten public offering of the Company's securities. Such repurchases shall be at the Fair Market Value of the Shares repurchased as of the date on which the Company exercises such option.
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REPURCHASE RIGHTS OF THE COMPANY. At any time within 180 days after Participant’s Termination of Service, the Company, or its assignee, may elect to repurchase all or any portion of the Shares issued for Vested RSUs by giving the Purchaser written notice of exercise of the repurchase option (the “Repurchase Notice”). The Repurchase Notice shall indicate the number of Shares to be repurchased and the date on which the repurchase is to be effected. The purchase price for the Shares repurchased under this Section 9 (the “Repurchase Price”) shall be equal to the sum of (i) the fair market value of the Shares, as determined by the Company’s board of directors in its reasonable discretion, multiplied by the number of Shares to be repurchased. The Repurchase Price shall be payable by cash or check.
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REPURCHASE RIGHTS OF THE COMPANY 
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Related to REPURCHASE RIGHTS OF THE COMPANY

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • No Limitation on Rights of the Company The grant of this Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.

  • Rights of the Holder The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Rights of the Controlling Note Holder (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person, including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party (other than the Mortgage Loan Borrower, any manager of a Mortgaged Property or any principal or Affiliate thereof). No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Certificate Administrator or Trustee acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Certificate Administrator and Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Certificate Administrator and Trustee with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer, Certificate Administrator and Trustee. None of the Servicers, Operating Advisor, Certificate Administrator and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative. Neither the Controlling Note Holder Representative nor the Controlling Note Holder, in such capacity, will have any liability to the other Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence or its breach of this Agreement. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder Representative or Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful misfeasance, bad faith or gross negligence or a breach of this Agreement on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, acting in such capacity, agree to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights, or to have breached this Agreement by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder. Each Non-Controlling Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.

  • RIGHTS OF THE BOARD A. The Board, on its own behalf and on behalf of the electors of the district, hereby retains and reserves unto itself all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and of the United States, including, and without limiting the generality of the foregoing, the right; (1) To the executive management and administrative control of the school system and its properties and facilities, and the activities of its employees; (2) To hire all employees and subject to the provisions of law, to determine their qualifications and the conditions for their continued employment, or their dismissal or demotion; and to promote, and transfer all such employees; (3) To establish grades and courses of instruction, including special programs, and to provide for athletic, recreational and social events for students, all as deemed necessary or advisable by the Board; (4) To decide upon the means and methods of instruction, the selection of textbooks and other teaching materials, and the use of teaching aides of every kind and nature; (5) To determine class schedules, the hours of instruction, and the duties, responsibilities, and assignments of teachers and other employees with respect to administrative and non-teaching activities, and the terms and conditions of employment; (6) To establish, modify, or change any work or business or school hours or days; (7) To determine the services, supplies, and equipment necessary to continue its operations and to determine all methods and means of distributing, disseminating, and/or selling its services, methods, schedules, and standards of operation, the means, methods, and processes of carrying on the work including automation or contracting thereof or changes therein; the institution of new and/or improved methods or changes therein; (8) To determine the number and location or relocation of its facilities, including the establishment or relocation of new schools, buildings, departments, divisions or subdivisions thereof and the relocation or closing of offices, departments, divisions or subdivisions, buildings or other facilities; (9) To adopt rules and regulations for the operation and management of the schools and the school district. B. The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules and regulations and practices in furtherance thereof, and the use of judgment and discretion in connection therewith shall be limited only by the specific and express terms of this Agreement and then only to the extent such specific and express terms hereof are in conformance with the Constitution and laws of the State of Michigan and the Constitution and laws of the United States.

  • Certain Rights of the Depositary The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

  • Rights of Optionee The Optionee shall not be, nor shall he have any of the rights or privileges of, a stockholder of the Company in respect of any of the shares issuable upon the exercise of this Option unless and until certificates representing such shares shall have been issued and delivered; except that the Company shall supply the Optionee with all financial information and other reports which the Company furnished its stockholders during the Option period.

  • Rights of the Company in Respect of the Master Servicer The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

  • RIGHTS OF THE UNION Section 4.1 The Union has the right and responsibility to represent the interests of all employees in the unit; to present its views to the District on matters of concern, and to enter collective negotiations with the object of reaching an agreement applicable to all employees within the unit, except that by such obligation neither party shall be compelled to agree to a proposal or be required to make a concession. Section 4.2 The Union shall promptly be notified by the District of any formal grievance of any employee in the unit in accordance with the provisions of the Discharge and Grievance articles contained herein. The Union is entitled to have an observer at hearings conducted by any District official or body arising out of a grievance and to make known the Union's views concerning the case. Section 4.3 The Employer, as part of the general orientation of each new employee within the unit subject to this Agreement, shall make available to each employee, a copy of this Agreement. Section 4.4 The President of the Union and/or the President's representatives will be provided time off without loss of pay to a maximum of twenty-five days (25) days total per year, to be used at the discretion of the executive board. The leave will be granted for the President and the Union representatives to attend regional or state meetings when the purpose of these meetings. Additional release days may be granted. The Union will reimburse the District for the cost of any required substitute. Such use shall not interfere with District operations. 4.4.1 Upon return from such leave, the employee will be returned to the position previously held. 4.4.2 All seniority rights for such employee shall be retained and accrued. Section 4.5 The names of employees in the respective unit will be made available to the President of the Union upon request. On or before the first day of October of each year during the term of this Agreement, the District shall provide the Union with information regarding each employee in the bargaining unit on a form to be provided by the Union. Upon request the information shall be supplemented and revised quarterly. Employee information given to the Union shall be used solely for the purpose of union business. Section 4.6 The Union reserves and retains the right to delegate any Union right or duty contained herein to appropriate officials of the American Federation of Teachers Union of Washington. Section 4.7 Visitation rights shall be granted to the designated representative of the Union to visit employees in the unit for the purpose of grievance procedures and/or general information data. This excludes recruitment during working hours. The union representative shall notify his/her immediate supervisor and the building office (for employees assigned to a school site regularly or for the day) before leaving the assigned worksite and shall notify the building office upon arrival. For any union representative working in Maintenance, the representative shall notify his/her lead and the Maintenance Supervisor. Union meetings may be held during working hours with prior approval of the Superintendent or designee.

  • Certain Rights of the Depositary; Limitations Subject to the further terms and provisions of this Article (23), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADSs which were issued under (i) above but for which Shares may not yet have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) accompanied by or subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (1) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five business days’ notice (save for a prescribed termination event in which case any such Pre-Release Transaction may be immediately terminable by the Depositary) and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to 30% of the ADSs outstanding (without giving effect to ADSs outstanding pursuant to any Pre-Release Transaction under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

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