Stock Buyback Sample Clauses

Stock Buyback. During any two consecutive fiscal quarters, measured as of the end of such period, the Company will not, and will not permit any of its Subsidiaries to, purchase, redeem, defease, retire or otherwise acquire any shares of any class of stock of the Company or any option or warrant thereon, whether now or hereafter outstanding (herein called "Stock Buybacks"), either directly or indirectly, for total consideration in an amount in excess of the sum of (i) its Cash EBITDA during such two consecutive fiscal quarters plus (ii) the aggregate net proceeds from sales of capital stock of the Company or the exercise of options of the Company during such two consecutive fiscal quarters.
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Stock Buyback. The Executive and the Company agree that on a date designated by the Company to the Executive, which date shall be on or before the end of the Salary Continuation Period, the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $48,339.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, 483.3900 common units of the Company currently held by the Executive (the "Repurchased Common Units"), which represent all of the equity interests of the Company currently held by the Executive in the Company. At the time of the purchase of the Repurchased Common Units, against payment of the purchase price therefore as described above, the Executive shall deliver to the Company (or its designee) the certificates (including voting trust certificates) representing the Repurchased Common Units accompanied by duly executed instruments of transfer conveying such securities and shall represent to the Company (or its designee) in writing that such securities are being transferred free and clear of all liens, encumbrances, rights of first refusal or offer or any other claims of third parties (including his spouse).
Sample 1
Stock Buyback. Notwithstanding any provision of the Loan Agreement or other Loan Document, including without limitation Sections 7.5, 7.8 and 7.18 of the Loan Agreement, Lenders hereby consent to Borrower's purchase of 150,000 shares of stock in Borrower from Xxx Xxxxxxxx and his affiliated entities (collectively "Beaumont") (which constitutes 100% of Beaumont's stock ownership in Borrower) in exchange for Borrower transferring title to Engine 193117 to Xx. Xxxxxxxx. Agent shall be authorized to release Engine 193117 as Collateral to facilitate such transaction provided Agent has received and reviewed the documentation to be executed by Borrower in connection with such transaction.
Sample 1
Stock Buyback. The Executive and the Company agree that on a date designated by the Company to the Executive, which date shall be on or before the Separation Effective Date, (i) the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $80,565.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, the 805.65 vesting common units (the "Vesting Common Units") of the Company purchased by the Executive pursuant to that certain Management Subscription Agreement, dated as of April 15, 2003, and (ii) the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $231,019.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, 2109.7985 of the vested preferred units of the Company currently held by the Executive (the "Repurchased Vested Preferred Units") and 200.3885 of the vested common units of the Company currently held by the Executive (the "Repurchased Vested Common Units"). The remaining equity interests of the Company currently held by the Executive, consisting of 2109.7985 of vested preferred units of the Company (the "Retained Preferred Units") and 200.3885 of vested common units of the Company (the "Retained Common Units", and, together with the Retained Preferred Units, the "Retained Units") shall remain subject to the terms and conditions of the Second Amended and Restated Operating Agreement of the Company, as in effect from time to time (including the voting trust contained therein as it relates to the Retained Common Units) and the Rollover Securities Repurchase Agreement, dated as of April 15, 2003, by and between the Company and the Executive (as in effect from time to time). At the time of the purchase of the Vesting Common Units, the Repurchased Vesting Preferred Units and the Repurchased Vested Common Units, against payment of the purchase price therefore as described above, the Executive shall deliver to the Company (or its designee) the certificates (including voting trust certificates) representing the Vesting Common Units, the Repurchased Vesting Preferred Units and the Repurchased Vested Common Units accompanied by duly executed instruments of transfer conveying such securities and shall represent to the Company (or its designee) in writing that such securities are being transferred free and clear of all liens, encumbrances, rights of first refusal or offer or any other claims of...
Sample 1
Stock Buyback. During any two consecutive fiscal quarters, measured of the end of such period, the Company will not, and will not permit any of its Subsidiaries to, purchase, redeem, defease, retire or otherwise acquire any shares of any class of stock of the Company or any option or warrant thereon, whether now or hereafter outstanding (herein called "Stock Buybacks"), either directly or indirectly, for total consideration in an amount in excess of the sum of (i) its Net Cash Provided by Operating Activities Before Changes in Working Capital during such two consecutive fiscal quarters plus (ii) the aggregate net proceeds from sales of capital stock of the Company or the exercise of options of the Company during such two consecutive fiscal quarters. (k) Section 7.17 is added to the Existing Credit Agreement as follows:
Sample 1
Stock Buyback. 35 7.8 Transactions with Affiliates.........................................36 7.9 Indebtedness.........................................................36 7.10 Operating Leases..................................................36 7.11
Sample 1
Stock Buyback. During any two consecutive fiscal quarters, measured as of the end of such period, the Company will not, and will not permit any of its Subsidiaries to, purchase, redeem, defease, retire or otherwise acquire any shares of any class of stock of the Company or any option or warrant thereon, whether now or hereafter outstanding (herein called "Stock Buybacks"), either directly or indirectly, for total consideration in an amount in excess of the sum of (i) its Net Cash Provided by Operating Activities Before Changes in Working Capital during such two consecutive fiscal quarters plus (ii) the aggregate net proceeds from sales of capital stock of the Company or the exercise of options of the Company during such two consecutive fiscal quarters plus (iii) until September 30, 2003, from the receipt of proceeds from a legal settlement with Homestore, Inc., up to $19,200,000 of proceeds arising from such settlement.
Sample 1
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Related to Stock Buyback

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Stock In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number of shares and exercise price shall be proportionately adjusted as set forth in Section 5.1(m) of the Plan.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

  • Share Purchase Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).

  • TRANSACTIONS IN CAPITAL STOCK Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.

  • Stock Purchase At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of the Stock owned by Seller, free and clear of all Liens.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Rights to Future Stock Issuances Subject to the terms and conditions of this Section 10 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence. 10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities. 10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3. 10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10. 10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.

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