Right to Repurchase CMSI cannot exercise its right to repurchase the mortgage loans pursuant to section 9.1(a) of the Standard Terms unless · the aggregate scheduled principal balance of the mortgage loans is less than $49,678,132.50 at the time of repurchase, and · if there is an insured class outstanding and the exercise of such repurchase right would result in a draw under any certificate insurance policy, the Insurer has previously consented.
Rights to Refuse Purchase If, to the knowledge of the Company, all filings required by Rule 424 under the Securities Act in connection with the offering of the Securities shall not have been made or the representations and warranties of the Company and the Operating Partnership in Section 5(a)(1) hereof shall not be true and correct on any applicable Settlement Date, the Company will offer to any person who has agreed to purchase Securities from the Company as a result of an offer to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Securities.
Rights to Negotiate Repurchase Price Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing, redeeming or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties, whether or not at the time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement; provided that no such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or acquisition shall be entered into, without the prior approval of the Board.
Right to Require Repurchase In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:
Offer to Repurchase In the event that, pursuant to Section 3.7, the Issuer is required to commence an offer to all Holders to purchase the Notes (an “Offer to Repurchase”), it shall follow the procedures specified below:
Rights to Purchase There are no outstanding agreements, options, rights of first refusal, conditional sales agreements or other agreements or arrangements, whether oral or written, regarding the purchase and sale of the Property, or which otherwise affect any portion of or all the Property. The representation contained in this Section 5.21 shall be true at and as of Closing.
OFFERS TO REPURCHASE (a) Upon the occurrence of a Change of Control Repurchase Event, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.
Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.
Offer to Repurchase Upon Change of Control Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and stating:
Rights of First Offer In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any of the Purchasers or any of their Affiliates, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specify.
