Repurchase Offer. In the event that, pursuant to Section 4.05 hereof, the Company or a Restricted Subsidiary is required to commence an offer to all Holders to purchase Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of at least 20 Business Days following its commencement, except to the extent that a shorter or longer period is permitted or required, as the case may be, by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will purchase at the purchase price (as determined in accordance with Section 4.05 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Section 4.05 hereof, as the case may be (the “Offer Amount”) and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Repurchase Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, to, but not including, the Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company will deliver or cause to be delivered a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The notice, which will govern the terms of the Repurchase Offer, will state:
Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, 4.10 or 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such compliance.
Repurchase Offer. (a) In the event that, pursuant to Section 4.09 hereof, the Company shall commence a Repurchase Offer, the Company shall follow the procedures in this Section 13.01.
Repurchase Offer. Within ten (10) Business Days following the occurrence of a Repurchase Event (as defined herein), the Company shall (i) deliver an offer (an "Option Repurchase Offer") to repurchase the Option from Grantee at a price (the "Option Repurchase Price") equal to the amount by which (A) the Competing Transaction Price (as defined below) exceeds (B) the Option Price, multiplied by the maximum number of shares for which the Option may then be exercised by the Grantee, and (ii) deliver an offer (an "Option Share Repurchase Offer") to repurchase any Option Shares held by Grantee at a price (the "Option Share Repurchase Price") equal to the amount by which (A) the Competing Transaction Price exceeds (B) the Option Price, multiplied by the number of Option Shares then held by Grantee. The term "Competing Transaction Price" shall mean, as of any date for the determination thereof, the price per share of Common Stock paid pursuant to the consummation of any Competing Transaction or, in the event of a Competing Transaction by way of a sale of assets of the Company, the last per share sale price of Company Common Stock on the fourth trading day following the announcement of such sale. For purposes of this Agreement, "Competing Transaction" shall mean any of the following, other than the transactions with Grantee contemplated by the Merger Agreement: (a) a merger, consolidation, recapitalization, liquidation or other business combination to which the Company or its subsidiary is a party pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, (b) the acquisition or purchase from the Company of 50% or more of the total outstanding voting securities of the Company, or (c) the acquisition or purchase of all or substantially all of the assets of the Company. If the consideration paid or received in the Competing Transaction shall be other than in cash, the per share value of such consideration (on a fully diluted basis) shall be determined by a nationally recognized investment banking firm selected by Grantee and reasonably acceptable to the Company, which determination shall be conclusive for all purposes of this Agreement.
Repurchase Offer. In the event that an Initial Public Offering has not been completed on or prior to the fifth anniversary of the Issue Date (the "Triggering Date"), the Company will be required to make an offer to purchase (the "Repurchase Offer") all outstanding Warrants issued by it in cash at the Repurchase Price no later than 120 days after the Triggering Date. If an Initial Public Offering relating to the Company occurs at any time between the Triggering Date and 90 days after the expiration date for a Repurchase Offer pursuant to the preceding sentence, the Company will pay to each Holder of Warrants that were purchased in such offer an amount in cash equal to the number of Warrants purchased multiplied by the excess, if any, of (i) the value, as determined pursuant to the terms of an Initial Public Offering (net of applicable underwriting discounts and placement fees) of the number of Warrant Shares issuable upon the exercise of one Warrant over (ii) the Repurchase Price paid by the Company for each Warrant in such Repurchase Offer.
Repurchase Offer. Within five days following delivery of (A) a Fundamental Change Notice in connection with a Fundamental Change which requires that the Corporation makes a repurchase offer pursuant to Section 6.2(iv), or (B) a Material Action Notice pursuant to Section 4.5(i), the Corporation shall be required to effect an Offer to Purchase (as defined below) and deliver an offer notice (an “Offer Notice”) to each holder of Shares in accordance with Section 4.5(iii). For the avoidance of doubt, the Fundamental Change Notice or Material Action Notice, as applicable, may include and incorporate the Offer Notice. In addition to the requirements of Section 4.5(iii), such Offer Notice shall provide that each holder of Series A Preferred has the right to require the Corporation to repurchase for cash all or any portion of such holder’s Shares at a repurchase price per Share equal to the Repurchase Price, in accordance with the procedures set forth in Section 4.5(iii). Notwithstanding the foregoing, in connection with any Fundamental Change, the Corporation shall not be required to make an Offer to Purchase upon a Fundamental Change if a third party that is party to the Fundamental Change transaction makes an Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in Sections 4.5(ii) and 4.5(iii) and purchases all Shares validly tendered and not withdrawn pursuant to such Offer to Purchase. If any shares of Series A Preferred that are required to be repurchased on the Repurchase Date (as defined below) pursuant to the provisions of this Section 4.5(ii) and Section 4.5(iii) are not so repurchased (whether or not any contractual or other restrictions apply to such repurchase and whether or not funds are legally available therefor), then the Repurchase Price with respect to such shares of Series A Preferred that are not so repurchased shall increase by 2% until such shares of Series A Preferred are repurchased in full in accordance with the provisions of this Section 4.5(ii) and Section 4.5(iii).
Repurchase Offer. The Notes shall be subject to repurchase at the option of the Holders (a “Repurchase Offer”) upon the following terms and conditions:
Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:
Repurchase Offer. In the event that the Company shall be required to commence an offer to all Holders to repurchase Notes (a "Repurchase Offer") pursuant to Section 4.07 hereof, an "Excess Proceeds Offer," or pursuant to Section 4.06 hereof, a "Change of Control Offer," the Company shall follow the procedures specified below.
Repurchase Offer. In connection with the occurrence of a Trigger Event, the Company shall make an offer to the Holders to purchase all of the outstanding Warrants in accordance with the terms set forth in this Section 8 (the “Repurchase Offer”) at a price in cash equal to the Repurchase Price. No later than thirty days prior to the date on which such Trigger Event is expected to occur (the date falling thirty days prior to the date on which the Trigger Event is expected to occur being referred to as the “Notice Deadline Date”), the Company shall send notice to each Holder stating that a Repurchase Offer is being made pursuant to this Section 8 and the circumstances and relevant facts regarding the Trigger Event.
