STOCK REPURCHASE TRANSACTIONS Sample Clauses

STOCK REPURCHASE TRANSACTIONS. Immediately following the consummation of the Merger, at the Closing, Holdings shall repurchase from each Stockholder, and each Stockholder shall sell to Holdings, that number of shares of Holdings Common Stock held by such Stockholder as is set forth on Annex II hereto, in exchange for (a) the cash, shares of Holdings Common Stock and warrants to acquire Holdings Common Stock detailed on such Annex, and (b) substantially all of the business assets that Holdings held immediately prior to the Closing (other than (i) the rights of Holdings arising under this Agreement and the other agreements and instruments executed in connection with the transactions contemplated hereby, (ii) the outstanding shares of capital stock and other securities of CheMatch, (iii) the intra-company advances from Holdings to CheMatch as in effect as of the Effective Time; (iv) the CheMatch On-line domain name and any and all trademark registration involving the CheMatch name or registered marks, and (v) the other assets, if any, identified in the DeWixx Xxxck Repurchase Agreement as being retained by Holdings or otherwise not being transferred pursuant thereto) (the "DeWixx Xxxiness Assets"), subject to the assumption by New DeWixx xx all liabilities of Holdings as in effect immediately prior to the Effective Time, or at any time prior thereto, excluding only those liabilities identified on Schedule 1.4 hereto which are to be retained by Holdings (which retained liabilities shall include, without limitation, the liabilities of Holdings arising out of or in connection with this Agreement and the transactions contemplated hereby) (the "Assumed Liabilities"), as contemplated by the DeWixx Xxxck Repurchase Agreement (the "DeWixx Xxxck Repurchase Agreement"), substantially in the form of Exhibit C hereto. The warrants shall be issued to each of the Stockholders pursuant to separate warrant agreements (the "Warrant Agreements"), substantially in the form of Exhibit B hereto, between the Company, on the one hand, and each such Stockholder, on the other hand, and the DeWixx Xxxiness Assets shall be assigned to, and the Assumed Liabilities shall be assumed by, New DeWixx, xxl as contemplated by the DeWixx Xxxck Repurchase Agreement. The transactions described in this Section 1.4 are sometimes referred to in this Agreement as the "Stock Repurchase Transactions."
Sample 1
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STOCK REPURCHASE TRANSACTIONS. The Stock Repurchase Agreement shall have been executed by Holdings, and such Stock Repurchase Agreement shall be in full force and effect, with consummation of the Stock Repurchase Transactions scheduled to occur on the Closing Date.
Sample 1

Related to STOCK REPURCHASE TRANSACTIONS

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian.

  • Stock Repurchase 24 2.37 Disclosure..................................................... 24 SECTION 3.

  • Stock Repurchases If a Default or Event of Default exists and is continuing or would be caused thereby, the Borrower shall not make any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any of its Capital Stock or any option, warrant or other right to acquire any such Capital Stock other than the repurchase of warrants or stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • 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.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

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