Agreement to Repurchase Sample Clauses

Agreement to Repurchase. If (a) the Cross-border Restructuring is terminated in accordance with the terms of the Restructuring Framework Agreement; (b) the Company has not entered into any Business Combination Agreement on or before 30 June 2022; or (c) the Company has entered into a Business Combination Agreement but closing under the Business Combination Agreement has not occurred on or before 30 June 2022 or such later date mutually agreed by the Selling Shareholder and the Company in writing (each a “Trigger Event”), the Selling Shareholder shall have the right to require the Company to repurchase the Repurchased Shares, exercisable by way of the Selling Shareholder delivering a written notice (specifying a closing date of such repurchase (“Closing Date”) which shall be no earlier than 10 Business Days after the date of such notice) to the Company on or after the occurrence of a Trigger Event. Upon delivery of the written notice, the Selling Shareholder shall sell, assign, transfer, convey and deliver to the Company, and the Company shall repurchase from the Selling Shareholder, all of the legal and beneficial right, title and interest in and to the Repurchased Shares on the Closing Date in accordance with the terms and conditions set forth herein (the “Repurchase”). The Parties shall take all actions necessary to consummate the Repurchase of the Repurchased Shares, free of all liens, claim, restriction upon transfer, mortgage, pledge, security interest, option, right of first refusal, co-sale right, community property interest, charges and any agreement to provide any of the foregoing or other encumbrances of any kind, save as provided under the shareholders agreement and the amended and restated memorandum and articles of association of the Company.
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Agreement to Repurchase. Subject to the terms of this Repurchase Agreement, each undersigned investor (each, an “Investor” and, collectively, the “Investors”) agrees to sell to The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), and the Company agrees to purchase from the Investors, an aggregate of 150,000 shares (the “Repurchased Preferred Stock”) of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”) that it beneficially owns for cash (the “Repurchase Consideration”) in an aggregate amount equal to the product of (x) the sum of (i) $2,958.34, plus (ii) the total accrued Regular Dividends (as defined in the Certificate of Designations) per share of Repurchased Preferred Stock from, and including, the immediately preceding Regular Dividend Payment Date to, but excluding, the Closing Date that have not been paid in cash, and (y) 150,000 (such sale and purchase, the “Repurchase”). The shares of Repurchased Preferred Stock are allocated among the Investors as set forth next to each Investor’s name in the Schedule of Investors attached hereto as Schedule B (the “Investor Schedule”). The parties acknowledge and agree that, upon consummation of the Repurchase, the Investors shall hold no further shares of Preferred Stock and no shares of Common Stock. Subject to the terms and conditions of this Repurchase Agreement, at the Closing, the Company shall pay the Investors an aggregate cash payment equal to the Repurchase Consideration, which Repurchase Consideration shall be allocated among the Investors in accordance with the Investor Schedule. No cash or other consideration in excess of the Repurchase Consideration will be paid or given to the Investors in respect of any accumulated and unpaid dividends on the shares of Preferred Stock to be repurchased in the Repurchase. The Repurchase Consideration will be deemed to satisfy in full all accumulated and unpaid dividends on such shares of Repurchased Preferred Stock. The Repurchase will occur in accordance with the procedures set forth in Section 3 hereof.
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Agreement to Repurchase. On the basis of the representations and warranties and mutual agreements contained in this Agreement, and upon satisfaction of the conditions set forth in Section 5 hereof, the Holder irrevocably agrees to sell to the Company, and the Company irrevocably agrees to repurchase from the Holder, the Repurchased Note in exchange for a consideration of US$38,860,000 (the “Repurchase Price”), plus US$47,917 equal to all the accrued and unpaid interest on the Repurchased Note to October 24, 2018 (together with the Repurchase Price, the “Total Consideration”). Such repurchase is referred to herein as the “Repurchase”.
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Agreement to Repurchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Global Beverage hereby agrees to sell, and the Buyer hereby agrees to buy, the Secured Promissory Note for an aggregate purchase price of $700,000 (the "Purchase Price").
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Agreement to Repurchase. The Seller shall sell to the Company, and the Company shall repurchase from the Seller, all of the Repurchased Shares in accordance with the terms and conditions set forth herein.
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Agreement to Repurchase. To the extent the Investor purchases and acquires shares of Common Stock in the Offering, the Company and the Investor agree that the Company will repurchase from the Investor, a number of shares of 10% Series C Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $1,000 per share (the “Series C”) of the Company at a repurchase price equal to $1,100 per share of Series C (the “Repurchase Price”). The number of shares of Series C to be repurchased by the Company pursuant to this Section (the “Number of Shares”) shall be equal to the quotient of (i) the amount in USD paid by the Investor for the Common Stock in the Offering divided by (ii) the Repurchase Price. If such quotient would result in a fractional share of Series C, the Number of Shares shall be rounded down to the nearest whole number but the aggregate Repurchase Price for all shares of Series C to be repurchased shall be equal to the amount in USD paid by the Investor for Common Stock in the Offering. To the extent the Investor exercises its pre-emptive rights in connection with the issue and sale of additional shares of Common Stock by the Company pursuant to the over-allotment option related to the offering the terms of this Agreement will apply to the offering of such additional shares (the “Green-Shoe Offering”) and references in this Agreement to the “Offering” shall be deemed to be references to the “Green-Shoe Offering” and the Company and the Investor agree that the Company will repurchase an additional number of shares of Series C on the same terms and subject to the same conditions as set forth herein.
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Agreement to Repurchase 
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Related to Agreement to Repurchase

  • 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.

  • 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:

  • Agreement to Retain Shares From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, except for this Agreement and as contemplated by or related to the Company’s Amended and Restated Voting Agreement, dated March 6, 2023 (the “Voting Agreement”), the Company’s Amended and Restated Rights of First Refusal and Co-Sale Agreement, dated March 6, 2023 (the “ROFR”), and the Amended and Restated Investors’ Right Agreement, dated March 6, 2023 (together with the Voting Agreement and the ROFR, the “Shareholder Agreements”), (a) sell, assign (directly or indirectly), transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers by will or by operation of Law or other Transfers for estate-planning purposes, (2) with respect to such Stockholder’s Company Options (and any Shares underlying such Company Options) which expire on or prior to the Expiration Date, Transfers of Shares to the Company (or effecting a “net exercise” of a Company Option) as payment for the (i) exercise price of such Stockholder’s Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Company Options, (3) with respect to such Stockholder’s Company Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Company Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Company Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

  • 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:

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on September 29, 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $67,614,088, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Agreement to Restrict Trading Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

  • 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.

  • Agreement to Sell and to Purchase Subject to and in accordance with the terms, conditions and provisions hereof, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.

  • Agreement to Lock-Up Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days (which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

  • Transfer and Repurchase (a) The Transfer Agent shall process all requests to transfer or redeem Shares in accordance with the transfer or repurchase procedures set forth in the Funds' Prospectus.

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