Deferral of Repurchase Sample Clauses

Deferral of Repurchase. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Option Shares by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in any governing corporate, partnership or limited liability company law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Option Shares hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, the period during which the Company may repurchase such Option Shares shall be tolled until such restriction no longer applies (the “Tolling Period”). In such case, the period during which the Company may deliver a Repurchase Notice shall end on the later of the end of the period specified in Section 10(a) above and the 60th day following the end of the Tolling Period and the Pricing Date shall be a date that occurs after the delivery of the Repurchase Notice and before the end of the period during which such Repurchase Notice may be delivered under this Section 10(b) or, if later, a date otherwise permitted by Section 10(a)(C). In the event a Public Offering occurs during the Tolling Period and prior to the date the Option Shares are actually repurchased pursuant to this Section 10(b), the Company’s repurchase right hereunder shall expire.
Sample 1
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Deferral of Repurchase. Notwithstanding the provisions of Section 3.4 (a), prior to executing any agreement with a Major Company, Amylin may request Ortho-Biotech to defer in whole or in part the requirement for AMYLIN to repurchase the Pramlintide Inventory at the time of the execution of the agreement with the Major Company. Amylin together with its request, agrees to provide Ortho-Biotech with justification in writing for deferring in whole or in part such repurchase. Upon receiving such a request, Ortho-Biotech shall promptly consider such request. Promptly after considering such request, Ortho-Biotech shall inform Amylin of its decision of whether or not to accept or reject Amylin's request. A decision to reject Amylin's request may be for any reasonable business reason including but not limited to Ortho-Biotech's belief that Amylin and/or the Major Company is capable of repurchasing the Pramlintide Inventory at the time the agreement between Amylin and the Major Company is to be executed, provided, however, the basis for a rejection of the Amylin request cannot be solely to remove the cost of the Pramlintide Inventory from Ortho-Biotech's or Johnxxx & Xohnson's balance sheet. Ortho-Biotech shall, however, have no obligation to provide Amylin the reason for its decision to accept or reject Amylin's request to defer the repurchase.
Sample 1

Related to Deferral of Repurchase

  • Optional Repurchase Right The NIMS Insurer, if any, may repurchase any Distressed Mortgage Loan for a purchase price equal to the outstanding principal balance of such Mortgage Loan, plus accrued interest thereon to the date of repurchase plus any unreimbursed Advances, Servicing Advances or Servicing Fees allocable to such Distressed Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s remittance of the purchase price for the Distressed Mortgage Loan to the Master Servicer for deposit into the Collection Account. The NIMS Insurer shall not use any procedure in selecting Distressed Mortgage Loans to be repurchased which would be materially adverse to Certificateholders.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Right of Repurchase To the extent provided in the Company's bylaws as amended from time to time, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

  • Exercise of Nonqualified Stock Option If the Option does not ------------------------------------- qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant's compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • Optional Repurchase (a) So long as a Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2017-5 Certificateholders’ Table of Contents Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which a Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2017-5 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

  • Acceleration of Exercisability of Option (a) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of the Plan.

  • Procedures to Exercise the Fundamental Change Repurchase Right (a) To exercise its Fundamental Change Repurchase Right for a Bond following a Fundamental Change, the Holder thereof must deliver to the Company:

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

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