Mechanics of Repurchase. To exercise the rights set forth in this Section 9, the Registered Holder shall deliver to the Company a written notice (a “Repurchase Notice”) indicating the number of Shares to be included in such repurchase. The closing of such repurchase shall take place on the earlier of the (i) closing of a Change of Control or (ii) the 180th day following the date of the Repurchase Notice (the “Repurchase Closing Date”). On any such Repurchase Closing Date, (i) the Company shall pay the Repurchase Price for the Shares being repurchased (less the Exercise Price to be paid for such Shares), (ii) the Registered Holder shall surrender this Warrant to the Company, (iii) the surrendered Warrant shall be cancelled, and (iv) a new Warrant shall be issued to the Registered Holder representing all remaining Shares that were not so purchased; provided, however, that if the Company consummates a Change of Control on or before the Repurchase Closing Date (or if, on or before the Repurchase Closing Date, the Company has executed a definitive agreement contemplating a Change of Control that is scheduled to close within 60 days following the Repurchase Closing Date) in which the aggregate amount payable at closing to the holders of the Common Stock (including amounts payable to the holders of the Company’s preferred stock on an as-converted to Common Stock basis after payment of any liquidation preferences) (the “Transaction Value”) is less than the Repurchase Value, then the Company shall only be obligated to pay to the Registered Holder the Transaction Price for the Shares being repurchased (less the Exercise Price to be paid for such Shares). If, for any reason, the Company fails to repurchase and pay in full the Repurchase Price for the Shares to be so repurchased in accordance with the Repurchase Notice, the Company shall issue to the Registered Holder a note for the amount of the Repurchase Price, which note shall bear interest on the unpaid principal amount at a rate equal to the lesser of 15% per annum, or the maximum rate permitted under applicable law, retroactive to the Repurchase Closing Date, until paid in full. This Section 9 shall survive the exercise of this Warrant until the Registered Holder no longer holds any shares of Common Stock issuable upon the exercise hereof.
Mechanics of Repurchase. In order to exercise the Repurchase Option, the Company shall deliver written notice of exercise to Purchaser within the time period specified in paragraph 5(a) above. The Company shall pay to Purchaser within the time period specified in paragraph 5(a), the aggregate repurchase price by check. Upon delivery of such notice, (i) the Company or its assignee shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto; (ii) the Company shall have the right to retain and transfer to its own name or the name of its assignee the repurchased Shares; and (iii) Purchaser shall retain solely the right to receive the payment for the Shares so repurchased.
Mechanics of Repurchase. (i) Unless waived by the holders representing a majority of the then outstanding shares of Series A Preferred Stock, in the event a Change of Control Put is exercised, the Company shall deposit or cause the Successor to deposit, with a paying agent in trust prior to or on the Sale Date, funds consisting of cash and, if applicable, Freely Marketable Securities of the Successor, sufficient to pay the Change of Control Purchase Price with respect to any Put Preferred Stock on the Sale Date. The paying agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof. The deposit in trust with the paying agent shall be irrevocable as of the date of such deposit, except that the Company shall be entitled to receive from the paying agent (A) the Change of Control Purchase Price with respect to shares of Series A Preferred Stock that are no longer to be repurchased or redeemed due to conversion or otherwise and (B) the interest or other earnings, if any, earned on any such deposit. Notwithstanding the deposit of such funds and, if applicable, Freely Marketable Securities, the Company and the Successor shall remain liable for the payment of the Change of Control Purchase Price to the extent such Change of Control Purchase Price is not paid.
Mechanics of Repurchase. (i) Unless waived in writing by the holders representing a majority of the outstanding shares of Series A Preferred Stock, on or prior to the Repurchase Date, as applicable, the Corporation shall deposit with an exchange agent in trust, upon delivery of the Corporation’s Fundamental Change Notice pursuant to Section 11.1, funds consisting of cash or cash equivalents sufficient to pay the Repurchase Price on the Repurchase Date. The exchange agent must be a bank or trust company in good standing, organized under the laws of the United States of America or any jurisdiction thereof. The deposit in trust with the repurchase agent shall be irrevocable as of the Repurchase Date (such date, the “Irrevocable Date”), except that the Corporation shall be entitled to receive from the repurchase agent (i) the applicable Repurchase Price with respect to shares of Series A Preferred Stock that are no longer to be redeemed, whether by conversion or otherwise; and (ii) the interest or other earnings, if any, earned on any such deposit. The holders of the shares redeemed shall have no claim to such interest or other earnings, and any funds so deposited with the repurchase agent and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the expiration of one year from the Repurchase Date shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so returned to the Corporation shall look only to the Corporation for such payment, without interest. Notwithstanding the deposit of such funds, the Corporation shall remain liable for the payment of the applicable Repurchase Price to the extent such Repurchase Price is not paid as provided herein.
Mechanics of Repurchase. The Company may exercise the Repurchase ----------------------- Option upon written notice (the "Company Notice") to the Stockholder within fourteen (14) days after the date of termination of the Stockholder's employment with the Company. Such Company Notice shall state the following: (i) the number of Shares that the Company will repurchase, (ii) the aggregate Repurchase Price of such Shares, and (iii) a closing date for the repurchase. On the specified closing date, at the principal offices of the Company or by other mutually agreeable arrangement, the Stockholder shall deliver to the Company the duly endorsed certificate(s) representing the Shares subject to repurchase, and the Company shall pay the Repurchase Price of such Shares (in cash, by check, or by cancellation of indebtedness of the Stockholder to the Company). The closing date described in the preceding sentence shall be within sixty (60) days after the date of the Company Notice; provided, however, if there is a valuation disagreement that is submitted to appraisal under Paragraph 4.5 of this Agreement, then the closing date shall be thirty (30) days after the valuation determination has been made by the appraiser.
Mechanics of Repurchase. On the Settlement Date occurring immediately after receipt of the Repurchase Price with respect to any Purchased Receivable, the Administrative Agent and the Banks shall (at the cost and expense of the applicable Seller) execute such documents as may be necessary or reasonably requested by (and, at its expense, shall be prepared by) the Parent to re-assign such Purchased Receivable without recourse, representation or warranty (except as to the title thereto by the Banks and that neither the Administrative Agent nor any Bank has voluntarily placed any Encumbrances thereon), to the applicable Seller.
Mechanics of Repurchase. Except as limited by applicable law, the Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the period that ends on the later of (i) 60 days following the termination of Continuous Service and (ii) six months following the original purchase of the Unvested Shares or such other time necessary to avoid liability accounting to the Company (such period for repurchase, the “Repurchase Period”) by delivering a written notice to Purchaser or Purchaser’s personal representative.
Mechanics of Repurchase. (1) On the Repurchase Date, Obligor shall pay or cause to be paid to Holder the Repurchase Price of the portion of this Mirror Note to be repurchased in cash or Membership Units, as provided above, or, if Membership Units are to be paid, as promptly after the Repurchase Date as practicable; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to Holder.
Mechanics of Repurchase. (i) On the Fundamental Change Purchase Date, the Company shall pay to Lincoln the Fundamental Change Price in respect of each share of Series A Preferred Stock to be repurchased as specified in Lincoln’s notice delivered pursuant to Section 8(a)(ii) by wire transfer of immediately available funds. The Company shall remain liable for the payment of the Fundamental Change Price to the extent such amounts are not paid as provided herein.
Mechanics of Repurchase. Each Repurchase Right shall be exercised by Buyer providing notice to Seller and the Escrow Agent (the “Repurchase Notice”) not less than twenty-five business days prior to the applicable anniversary date. If Buyer has elected to repurchase the First Tranche, Seller may elect to exercise the Right of Increase by sending notice thereof to Buyer and the Escrow Agent within fifteen business days from receipt of the Repurchase Notice, specifying the number of additional Target Shares that it will require Buyer to repurchase. Buyer shall pay the amount due by wire transfer of immediately available funds within ten business days to an account(s) designated by Seller on or before the applicable anniversary date. Buyer may reduce the amount payable by any Offset Amount.
