Repurchase Transaction. A transaction whereby Seller sells certain Securities to Buyer, subject to Buyer's agreement to resell such Securities to Seller at a future date at a stated price plus interest, all pursuant to and in accordance with the Repurchase Agreement.
Repurchase Transaction. (a) Each of the Sellers hereby agrees, severally and not jointly, to transfer, assign, sell, convey and deliver to the Company 100% of their right, title, and interest in and to the Repurchase Shares indicated on Schedule 1 hereto at a per share purchase price of $3.50 (the “Per Share Purchase Price”).
Repurchase Transaction. In connection with the transactions contemplated by this Agreement, in the event that Parent desires to consummate a repurchase offer or similar transaction with respect to any or all of the Convertible Notes (any such transaction, a “Repurchase Transaction”), each of the Company, Parent and Merger Sub shall use their respective reasonable best efforts to, and will use their respective reasonable best efforts to cause their respective Subsidiaries and Representatives (and, in the case of the Company, the Trustee under the Notes Indenture) to, cooperate with one another in good faith to permit such Repurchase Transaction to be effected on such terms, conditions and timing as reasonably requested by Parent, including if so requested by Parent, causing such Repurchase Transaction to be consummated substantially concurrently with, but not prior to, the Closing; it being understood that in no event shall the Company be required to prepare or commence any documentation for any offer to purchase (including any tender offer) that will result in a Repurchase Transaction with an effective date on or prior to the Closing Date or incur any other cost or expense in connection with such offer to purchase unless Parent agrees to reimburse the Company for all costs and expenses incurred by the Company in connection therewith.
Repurchase Transaction. The Company and the Sellers shall have simultaneously consummated the Repurchase Transaction in the manner set forth in Paragraph 1D above.
Repurchase Transaction. The Repurchase Transaction shall have been consummated with Perseus pursuant to Section 4.4 (provided that PhotoMedex, subject to Section 4.4, shall have satisfied all of its obligations under the Repurchase Right Agreement in order to consummate the Repurchase Transaction).
Repurchase Transaction. The Repurchase Transaction shall have been consummated with Perseus pursuant to Section 4.4.
Repurchase Transaction. In connection with the Merger and the other transactions contemplated by this Agreement, in the event that Parent delivers a written notice (the “Repurchase Transaction Notice”) to the Company no later than 5 Business Days prior to the Closing Date of its desire to consummate a repurchase offer, redemption or similar transaction, in each case in Parent’s sole discretion, with respect to any or all of the Senior Notes (any such transaction, a “Repurchase Transaction”), with such Repurchase Transaction Notice to include a description of the proposed terms, conditions and timing of such Repurchase Transaction, each of the Company, Parent and Merger Sub shall use their respective reasonable best efforts to, and will use their respective reasonable best efforts to cause their respective Subsidiaries and Representatives (and, in the case of the Company, the Trustee under the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as applicable) to, cooperate with one another in good faith to permit such Repurchase Transaction to be effected on such terms, conditions and timing as set forth in the Repurchase Transaction Notice (subject to applicable law and the terms and conditions under the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as applicable), including if so requested by Parent in the Repurchase Transaction Notice, causing such Repurchase Transaction to be consummated substantially concurrently with, but not prior to, the Closing, and the Company shall prepare and deliver, or cause to be delivered, any required documentation related thereto in form and substance reasonably satisfactory to Parent; it being understood that (i) in no event shall the Company be required to prepare or commence any documentation or action for any Repurchase Transaction that will result in such Repurchase Transaction being effective prior to the Effective Time or incur any cost or expense in connection with such Repurchase Transaction unless Xxxxxx agrees to reimburse the Company for all costs and expenses incurred by the Company in connection therewith and (ii) any opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Repurchase Transaction shall be delivered by Parent and its ...
Repurchase Transaction. Prior to or substantially concurrently with the closing in respect of the sale of the Securities to the Underwriters the Company shall consummate in all material respects transactions with certain beneficial owners of the Company’s existing Medium-Term Notes due 2017 (the “Existing Notes due 2017”) pursuant to which the Company will repurchase Existing Notes due 2017, and certain beneficial owners have agreed to purchase an amount of Notes, as described in the Disclosure Package and the Prospectus (the “Repurchase Transaction”). If any condition specified in this Section 5(I) is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.
Repurchase Transaction. If (i) the Company intends to repurchase, redeem or otherwise acquire any shares of its Capital Stock (a “Repurchase Transaction”); (ii) at such time, the Investor, together with its Affiliates, is the beneficial owner of forty nine percent (49%) or less of the total voting power of the Voting Stock; and (iii) in giving effect to such Repurchase Transaction, the Investor would be the beneficial owner, together with its Affiliates, of more than forty nine percent (49%) of the total voting power of the Voting Stock, then immediately prior to the consummation of such Repurchase Transaction, the Company shall repurchase such number of shares of Capital Stock beneficially owned by the Investor (or any Affiliate designated by Investor) at the same price per share (on an as-converted to Common Stock basis) to be paid to the other stockholders in such Repurchase Transaction, so that the Investor, together with its Affiliates, would be the beneficial owner of forty nine percent (49%) or less of the total voting power of the Voting Stock immediately following the consummation of such Repurchase Transaction.
Repurchase Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 3 below and the consummation of the Investment Transaction and the Senior Debt Transaction, the Company and each of the Sellers agrees to and shall consummate, at the Closing, the following transaction (the "Repurchase Transaction"): the Company shall repurchase from each Seller the number of Repurchased Shares set forth opposite such Seller's name on the Schedule of Sellers attached hereto and shall pay to each such Seller (in the manner set forth in Paragraphs 1D(iv) and 1D(v) below) the portion of the Repurchase Price set forth opposite such Seller's name on the Schedule of Sellers attached hereto. The Company shall report the Repurchase Transaction as a redemption within the meaning of Section 302 of the Code in which Section 302(b)(2) applies. All of the consideration paid by the Company in the Repurchase Transaction shall be separately allocable to the Repurchased Shares.
