Automatic Repurchase Event definition

Automatic Repurchase Event means (x) the termination of Executive's employment pursuant to this Agreement or any agreement supplementing, amending or extending this Agreement, (y) the seventh (7th) anniversary of the Commencement Date.
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Automatic Repurchase Event means (v) the consummation of a Company Merger after giving effect to which the Cash Equity Investors, in the aggregate, shall beneficially own on a Fully Diluted Basis less than 33% of the capital stock or other equity interests in the surviving entity, (w) the consummation of a Company Asset Sale, (x) the termination of Grantee's employment, (y) if and only if the IPO Date has theretofore occurred, the seventh (7th) anniversary of the Date of Grant, and (z) if and only if the IPO Date has not occurred prior to the seventh (7th) anniversary of the date hereof, the IPO Date.
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Automatic Repurchase Event means (v) the consummation of a Company Merger after giving effect to which the Cash Equity Investors set forth in the Securities Purchase Agreement, in the aggregate, shall beneficially own on a Fully Diluted Basis less than 33% of the capital stock or other equity interests in the surviving entity, (w) the consummation of a Company Sale, (x) the termination of Executive's employment pursuant to this Agreement or any agreement supplementing, amending or extending this Agreement, (y) if and only if the IPO Date (as defined in the Stockholder Agreement) has theretofore occurred, the seven (7) year anniversary of the date hereof, and (z) if and only if the IPO Date has not occurred prior to the seven (7) year anniversary of the date hereof, the IPO Date.
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Examples of Automatic Repurchase Event in a sentence

  • Upon an Automatic Repurchase Event, Executive shall sell to the Company, and the Company shall purchase from Executive, the aggregate of (I) all Base Shares that shall not have vested in accordance with Schedule IV, plus (II) the number of Restricted Shares subject to repurchase pursuant to Section 7(b)(v).

  • The closing of a purchase and sale of Repurchased Shares shall take place on a date mutually agreed by Executive and the Company, but in no event later than 20 days after (i) the date that employment of Executive shall have terminated or, in the case of a repurchase pursuant to Sections 7(b)(v), the end of any 30-day period referred to in Section 7(b)(v), or (ii) in the case of Automatic Repurchase Event other than termination of employment of Executive, the occurrence of the applicable event.

  • The closing of a purchase and sale of repurchased shares shall take place on a date mutually agreed by Grantee and the Company, but in no event later than twenty (20) days after (i) the date that employment of Grantee shall have terminated or (ii) in the case of an Automatic Repurchase Event occurring on the seventh (7th) anniversary of the Date of Grant, the date of such anniversary.


More Definitions of Automatic Repurchase Event

Automatic Repurchase Event means (x) the termination of the Grantee's -------------------------- employment or (y) the seventh (7th) anniversary of the Date of Grant.
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Related to Automatic Repurchase Event

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • Purchase Event means any of the following events:

  • Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement.

  • Mandatory Purchase Event means, (i) in connection with the termination of the VRDP Shares Purchase Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement then in effect, and (b) the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement, or (ii) in connection with the termination of the VRDP Shares Purchase Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Repurchase Period means a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Automatic Early Redemption Event means that:

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).