The Xxxxxxxx Share Buyback Sample Clauses

The Xxxxxxxx Share Buyback. On the date of Closing described in Section 7.01 hereafter (the "CLOSING DATE") and simultaneously with the Acquisition described in Section 1.02, ABC shall purchase from Xx. Xxxxxxxx pursuant to the Repurchase Agreement all 8,500,000 ABC Shares beneficially owned by him, and Xx. Xxxxxxxx also shall cancel all loans from him to ABC that are outstanding at the Closing Date (the "XXXXXXXX LOANS"), all in consideration for ABC's payment of US$21,250 to Xx. Xxxxxxxx. Payment of the US$21,250 payable to Xx. Xxxxxxxx shall be made by ABC by a wire transfer of such amount by certain of the Cycles Shareholders, or its attorneys, to the Escrow Agent, on behalf of ABC, prior to the Closing, and the issuance of a promissory note to such Cycles Shareholders, in the form of EXHIBIT 1.03(I) hereto (the "CYCLES SHAREHOLDERS NOTE"), evidencing the loan of such amount to ABC. Xx. Xxxxxxxx shall deliver to the Escrow Agent, prior to the Closing, documentation canceling the Xxxxxxxx Loans in the form attached as EXHIBIT 1.03 (II) hereto (the "LOAN CANCELLATION DOCUMENTS"). On the Closing Date, the Escrow Agent shall release the 8,500,000 ABC Shares to ABC for cancellation and shall release the US$21,250 to Xx. Xxxxxxxx, pursuant to the terms and conditions of the Escrow Agreement. The Xxxxxxxx Share Buyback shall be undertaken in accordance with all Federal and state laws, rules and regulations and the Articles of Incorporation of ABC, including, but not limited to, Nevada law and the Federal securities laws. Immediately following the Xxxxxxxx Share Buyback, the issued and outstanding capital stock of ABC shall be 10,425,000 ABC Shares.
Sample 1
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The Xxxxxxxx Share Buyback. ABC and Xx. Xxxxxxxx have the power and ability to effectuate the Xxxxxxxx Share Buyback on the terms set forth herein.
Sample 1
The Xxxxxxxx Share Buyback. The Xxxxxxxx Share Buyback shall have occurred on the terms set forth herein and pursuant to the Repurchase Agreement shall have occurred in accordance with all laws, rules and regulations.
Sample 1

Related to The Xxxxxxxx Share Buyback

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”).

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the plaintiff to be 30% at fault and RJR Tobacco to be 70% at fault, and awarded $9 million in compensatory damages and $1 million in punitive damages. For a detailed description of the above-described cases, see “— Xxxxx and Xxxxx Progeny Cases” below. In addition, since the end of the third quarter of 2013, jurors returned a verdict in the following Xxxxx Progeny case:

  • Xxxxxxx Xxxxxxx Restrictions/Market Abuse Laws Participant may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions including the United States and Participant’s country or his or her broker’s country, if different, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of shares, rights to shares (e.g., Performance Shares) or rights linked to the value of shares of Common Stock (e.g., dividend equivalents) during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in applicable jurisdictions). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders Participant placed before he or she possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable xxxxxxx xxxxxxx policy of the Company. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant should speak with his or her personal legal advisor on this matter.

  • Xxxxxxxxx, Esq (b) If to Indemnitee, to the address specified on the last page of this Agreement or to such other address as either party may from time to time furnish to the other party by a notice given in accordance with the provisions of this Section 8. All such notices, claims and communications shall be deemed to have been duly given if (i) personally delivered, at the time delivered, (ii) mailed, five days after dispatched, and (iii) sent by any other means, upon receipt.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxxxxx Xxxx Xxxx Certificate of Trust shall be effective upon filing.

  • Xxxxxxx Xxxxxxx/Market Abuse Laws You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of Common Stock, during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

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