Certain Repurchases. (a) If, at any time after April 5, 2002, one or more members of the Investor Group (collectively, the "Selling Investors") sell shares of Series A Preferred Stock and/or Common Shares, in a transaction or series of related transactions (such sale, an "Investor Sale"), to any Person other than a member of the Investor Group, the Corporation shall, if the Selling Investors so elect, repurchase (a "Corporation Repurchase") from the Selling Investors, for cash, shares of Series B Preferred Stock representing a number of Conversion Shares equal to the Sale Number less the number of Make-Whole Conversion Shares with respect to such Investor Sale. The price paid by the Corporation in any Corporation Repurchase shall equal the Investor Sale Price per Conversion Share represented by the securities purchased in such Corporation Repurchase. Subject to subsection (b) of this Section G, in the event that the Selling Investors include shares of Series B Preferred Stock in an Investor Sale, the Corporation shall pay the Selling Investors, with respect to the Make-Whole Conversion Shares, an amount per Make-Whole Conversion Share equal to the Investor Sale Price less the amount per Make-Whole Conversion Share paid in such Investor Sale (such payment, the "Make-Whole Payment"). Notwithstanding the foregoing, the Corporation shall have no obligation to effect a Corporation Repurchase or make a Make-Whole Payment unless the Selling Investors afford the Corporation a reasonable opportunity to include in the Investor Sale up to that number of shares of Common Stock that would be sufficient to permit the Corporation to satisfy its obligations pursuant to this Section G, and the Corporation shall have no obligation to effect a Corporation Repurchase or make a Make-Whole Payment with respect to any Investor Sale that is consummated after the Approval Date. Each Corporation Repurchase and Make-Whole Payment shall be completed by the Corporation within 15 days of the consummation of the related Investor Sale.
Certain Repurchases. (a) The Company shall not itself, and shall not permit any Subsidiary to redeem, repurchase or otherwise acquire in any one transaction or series of related transactions any shares of Common Stock if the number of shares so repurchased, redeemed or otherwise acquired in such transaction or series of related transactions (excluding any Option Share Surrender) is more than either (x) 5.0% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions or (y) 1% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions if such transaction or series of related transactions is with any one person or group of affiliated persons, unless the Company or such Subsidiary offers to purchase for cash from the Holder at the time of such redemption, repurchase or acquisition the same percentage of the outstanding principal amount of this Note as the percentage of the number of outstanding shares of Common Stock to be so redeemed, repurchased or acquired at a purchase price equal to the greater of (i) the Premium Price on the date of purchase pursuant to this Section 3.1(a) and (ii) the Converted Market Price on the date of purchase pursuant to this Section 3.1(a); provided, however, that if in connection with any determination of the purchase price payable pursuant to this Section 3.1 the amount specified in clause (y) of the definition of the term Converted Market Price is greater than 200% of the Ceiling Price on the date as of which such amount is determined, then for purposes of computing the purchase price payable pursuant to this Section 3.1 in such instance, the amount otherwise specified in clause (y) of the definition of the term Converted Market Price shall be reduced by 20% of the amount by which (A) the amount otherwise specified in clause (y) of the definition of the term Converted Market Price exceeds (B) the Ceiling Price on the date as of which such amount is determined.
Certain Repurchases. If the Company or one or more of its wholly owned subsidiaries purchases Common Stock in a tender offer subject to Rule 13e-4 under the Exchange Act (not including any exchange offer pursuant to Section 3(a)(9) of the Securities Act) where (i) the number of shares purchased in such tender offer exceeds 30% of the number of shares of Common Stock outstanding on the last date on which tenders may be made pursuant to such tender offer (the “offer expiration date”) and (ii) the cash and value of any other consideration included in the payment per share of Common Stock validly tendered exceeds the average VWAP for the Common Stock for the consecutive 10 Trading Days commencing with the Trading Day immediately after the offer expiration date, in which event the Exercise Price will be adjusted based on the following formula: EP1 = EP0 x (SP1 x OS0) / (FMV + (SP1 x OS1)) where, EP0 = the Exercise Price in effect at the Close of Business on the offer expiration date EP1 = the Exercise Price in effect immediately after the offer expiration date FMV = the Fair Market Value, on the offer expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered and not withdrawn as of the offer expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding at the last time tenders may be made pursuant to such tender offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the average VWAP for the Common Stock for the consecutive 10 Trading Days commencing with the Trading Day immediately after the Expiration Time The adjustment of the Exercise Price under this subsection (e) will be made at the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the offer expiration date, but will be given effect as of the open of business on the Business Day following the offer expiration date. For purposes of determining the Exercise Price in respect of any exercise during the 10 Trading Days commencing on, and including, the Trading Day next succeeding the offer expiration date, references within this subsection (e) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the offer expiration date to, but excluding, the Exercise Date. ...
Certain Repurchases. Upon written notice (a "Repurchase Notice"):
Certain Repurchases. (a) At the request of Parent at any time ------------------- during the Option Period, Company (or any successor entity thereof) shall repurchase from Parent the Option, or any portion thereof, for a price equal to the amount by which the Market/Tender Offer Price for Common Shares as of the date Parent gives notice of its intent to exercise its rights under this Section 11 exceeds the Purchase Price, multiplied by the number of Common Shares purchasable pursuant to the Option (or the portion thereof with respect to which Parent is exercising its rights under this Section 11). For purposes of this Agreement, the term "Market/Tender Offer Price" means the greater of (i) the highest price per Common Share paid as of the date Parent gives notice of its intent to exercise its rights under this Section 11 pursuant to any tender or exchange offer or other Acquisition Proposal and (ii) the average of the closing sale prices per Common Share on the principal securities exchange or quotation system for Common Shares for the ten trading days immediately preceding such date.
Certain Repurchases. (a) 3COM "PUT". Subject to the limitations set forth in Section 2(f), upon written notice to USR by 3Com (the "Repurchase Notice"):
Certain Repurchases. (a) At the request of the Company by written notice (the "Cash-Out Notice") at any time during which the Option is exercisable pursuant to Section 2, Parent (or any successor entity thereof) shall, to the extent permitted by applicable law and subject to the receipt by it of any consent or waiver required by it under the terms of any indenture, loan document or other contract, pay to the Company, in consideration of the redelivery and cancellation without exercise of the Option (in whole and not in part), an amount in cash (the "Cash-Out Amount") equal to the difference between the "Market/Offer Price" (as defined below) for shares of Parent Common Stock as of the date the Company delivers the Cash-Out Notice and the Exercise Price, multiplied by the total number of the Parent Shares, but only if the
Certain Repurchases. (a) Parent Put. At the request of Parent at any time during which the Stock Option is exercisable pursuant to Section 2 (the "Repurchase Period"), Eckerd (or any successor entity thereof) shall repurchase from Parent the Stock Option, or any portion thereof, for a price equal to the amount by which the "Market/Tender Offer Price" for shares of Eckerd Common Stock as of the date Parent gives notice of its intent to exercise its rights under this Section 7 (defined as the higher of (A) the highest price per share paid as of such date pursuant to any tender or exchange offer or other Acquisition Proposal or (B) the average of the closing sale prices of shares of Eckerd Common Stock on the NYSE for the ten trading days immediately preceding such date) exceeds the Exercise Price, multiplied by the number of shares of Eckerd Common Stock purchasable pursuant to the Stock Option (or portion thereof with respect to which Parent is exercising its rights under this Section 7)).
Certain Repurchases. (a) At the request of Parent at any time during which the Option is exercisable pursuant to Section 1, the Company (or any successor entity thereof) shall repurchase from Parent the Option, or any portion thereof, for a price equal to the amount by which the "Market/Tender Offer Price" for shares of the Company Common Stock as of the date Parent gives notice of its intent to exercise its rights under this Section 2 (defined as the higher of (i) the highest price per share of the Company Common Stock paid as of such date pursuant to any tender or exchange offer or other Company Acquisition and (ii) the average of the closing sale prices of shares of the Company Common Stock on the Nasdaq National Market for the five trading days immediately preceding such date) exceeds the Exercise Price, multiplied by the number of shares of the Company Common Stock purchasable pursuant to the Option (or portion thereof with respect to which Parent is exercising its rights under this Section 2)).
Certain Repurchases. (a) Upon written notice to the ------------------- Company by Parent (the "Repurchase Notice") at any time prior to the Topping Fee ----------------- Termination Date (the "Repurchase Period"), the Company and its successors in ----------------- interest shall repurchase from Parent all or any portion of (i) the Topping Fee Option, as specified by Parent, at the Option Repurchase Price set forth in Section 5.3(b)(i), or (ii) the shares of the Company's Common Stock purchased by Parent pursuant to the Topping Fee Option, as specified by Parent, at the Share Repurchase Price set forth in Section 5.3(b)(iii).
