Revocation of Repurchase Election Sample Clauses

Revocation of Repurchase Election. Notwithstanding anything contained --------------------------------- in this Agreement to the contrary, if Executive objects to the Board's determination of Fair Market Value as described in the definition of Fair Market Value, or if the Fair Market Value of a share of Executive Stock is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such share of Executive Stock in the Initial Repurchase Notice or Supplemental Repurchase Notice, each of the Company, the Xxxx Stockholders and the Bear Xxxxxxx Stockholders shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock, the Company, the Xxxx Stockholders and the Bear Xxxxxxx Stockholders during (i) the 30 day period beginning on the date that the Company, the Xxxx Stockholders and the Bear Xxxxxxx Stockholders received Executive's written notice of objection, and (ii) the 30 day period beginning on the date that the Company, the Xxxx Stockholders and/or the Bear Xxxxxxx Stockholders are given written notice that the Fair Market Value of a share of Executive Stock was finally determined to be an amount more than 10% greater than the per share repurchase price for Executive Stock set forth in the Initial Repurchase Notice or in the Supplemental Repurchase Notice. In the event that the Xxxx Stockholders deliver a notice of revocation, the Bear Xxxxxxx Stockholders shall be entitled to purchase all or any portion of the Executive Stock that would otherwise have been purchased by the Xxxx Stockholders by providing an additional Supplemental Repurchase Notice to the holders of the Executive Stock and the Company within 10 business days after receipt of the Xxxx Stockholders' notice of revocation. The Company may exercise the Repurchase Option for the remaining Executive Stock by delivering an additional Company Repurchase Notice to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period described in the preceding sentence. In the event that the Bear Xxxxxxx Stockholders deliver a notice of revocation, the Xxxx Stockholders shall be entitled to purchase all or any portion of the Executive Stock that would otherwise have been purchased by the Bear Xxxxxxx Stockholders by providing an additional Supplemental Repurchase Notice...
Sample 1
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Related to Revocation of Repurchase Election

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Optional Repurchase Series Termination 36 Section 7.01. ...............................

  • Repurchase at Option of Holder Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder of Securities shall have the right (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of such Holder’s Securities (or any portion thereof that is equal to $1,000 in principal amount or an integral multiples of $1,000 in excess thereof), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which shall be no later than thirty five (35) Business Days, and no earlier than twenty (20) Business Days (or as such period may be extended pursuant to Section 3.01(j)), after the date the Fundamental Change Notice is sent in accordance with Section 3.01(b), at a price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions:

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash.

  • Right of Repurchase To the extent provided in the Company's bylaws as amended from time to time, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

  • Contents of Fundamental Change Repurchase Notices Each Fundamental Change Repurchase Notice with respect to a Note must state:

  • Procedures to Exercise the Fundamental Change Repurchase Right (a) To exercise its Fundamental Change Repurchase Right for a Bond following a Fundamental Change, the Holder thereof must deliver to the Company:

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

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