Procedure for Repurchase Sample Clauses

Procedure for Repurchase. A. As of December 31, 1992 and annually thereafter (the "Appraisal Date") the General Partner shall appraise the Proved Reserves and other assets of the Partnership pursuant to the provisions set forth herein and shall assign a repurchase price (the "Repurchase Price") to the Unit Holders' Units in the Partnership in accordance with the provisions set forth herein.
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Procedure for Repurchase. If any shares of the Common Stock are subject to repurchase as provided in Section 4(b) hereof, and the Corporation shall have exercised its right to repurchase, the Optionee or the Optionee's legal representative shall immediately deliver to the Corporation the certificates for the shares. The certificates shall be voided, and the shares of the Common Stock represented by the certificates shall be thereafter treated on the books of the Corporation as treasury shares. A person required to deliver a certificate for the Common Stock under this section shall be deemed irrevocably to have authorized the voiding of such certificate and the treatment of such Common Stock as treasury shares (regardless whether the certificates are in fact delivered) and irrevocably to have authorized the Board to terminate his status as a shareholder in respect of such shares.
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Procedure for Repurchase. The purchase price to be paid by the Company for the Common Stock to be repurchased pursuant to Section 9(a) or Section 9(b) above (the “Affected Stock”) shall be the Fair Market Value of the Affected Stock as of the last day of the calendar quarter next preceding the Election Notice or the Notice to Purchase, as the case may be. The purchase price shall be determined by the Company within forty-five (45) days next following the Election Notice or the Notice to Purchase, as the case may be. Within five (5) calendar days next following the determination of the purchase price, the Company shall provide to the Participant a written report reflecting the Company’s calculation of the purchase price in reasonable detail. The Participant shall have five (5) calendar days in which to deliver to the Company the Participant’s objection to the Company’s determination of the purchase price. Any such objection shall be in writing and shall state the basis for such objection. If no such objection is timely made, the Company’s determination of the purchase price shall be final. In the event of a timely objection, and within ten (10) days following delivery of such objection to the Company, the determination of the purchase price shall be submitted to a panel consisting of three persons, one appointed by the Company, one appointed by the Participant, and the third selected by the other two. The Company and the Participant shall provide written notice to each other of the name of the person appointed to the panel. If either the Company or the Participant fails to timely appoint its member of the panel, the other party may do so. The determination of the purchase price by a majority of members of the panel shall be final and binding on the parties. The closing of the Company’s purchase of the Affected Stock shall occur at the offices of the Company on a business day which is not more than seven (7) calendar days following the final determination of the purchase price. At the closing, the Participant shall deliver the Affected Stock by appropriate assignment against payment of the purchase price.
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Procedure for Repurchase. In the event the Company elects to purchase the Repurchase Shares, the Company shall deliver written notice of such intention to the Terminated Stockholder on or prior to the last day of the third full calendar month following the month in which the employment/consultant relationship of the Terminated Stockholder was terminated (the "Notice of Repurchase"). Upon delivery of the Notice of Repurchase, the Terminated Stockholder shall promptly transfer and deliver to the Company the number of Repurchase Shares specified in the Notice of Repurchase, and the Company shall pay the Repurchase Price for such Repurchase Shares in cash or immediately available funds within ten (10) days of delivery of the Repurchase Shares. The purchase of the Repurchase Shares shall be deemed to have occurred upon delivery of the Repurchase Price, notwithstanding any failure by the Terminated Stockholder to deliver share certificates representing the Repurchase Shares or any dispute regarding the Repurchase Price.
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Procedure for Repurchase. The Company may exercise its right to repurchase Shares from time to time with respect to any Shares as to which the Company's repurchase right has not lapsed in accordance with the terms of this Agreement. The Company may exercise its repurchase right by sending written notice to the Optionee and the Escrow Holder specifying the number of Shares which the Company elects to repurchase, the Fair Market Value of such Shares (if then capable of determination) and the closing date for the repurchase (if then capable of determination). If the Company exercises its right to repurchase any of the Shares, the closing of such transaction take place at the Company's principal executive offices at 10:00 am EST on the later of: (i) the tenth day after written notice of the intention to exercise that right is delivered to the Optionee, or (ii) the tenth day following the date on which the Fair Market Value can be determined (or, in either case, such other date, time and location as mutually agreed by the parties). At the closing, the Escrow Holder will deliver the stock certificate(s) evidencing the repurchased Shares to the Company, and upon such delivery, full right, title and interest in the Shares represented by such stock certificates shall pass to the Company. At the closing, the Company will deliver to the Optionee payment for the repurchased Shares in the form of a note payable on the later of: (x) three years from the date of the closing, or (y) February 1, 2006. Such note will bear fixed interest at a rate equal the prime rate of interest published in The Wall Street Journal as of the date of closing, plus one (1) percent.
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Related to Procedure for Repurchase

  • Procedure for Rebate The Association represents to the Board that an internal rebate procedure has been established in accordance with Section 4117.09(C) of the Revised Code and that a procedure for challenging the amount of the representation fee has been established and will be given to each member of the bargaining unit who does not join the Association and that such procedure and notice shall be in compliance with all applicable state and federal laws and the Constitutions of the United States and the State of Ohio.

  • Procedure for transfer (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

  • Procedure for Offer Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of the First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof (which rentable and usable squire feet shall be calculated by Landlord pursuant to the BOMA Standard) and shall set forth the economic terms and conditions applicable to Tenant's lease of such space, which terms and conditions shall, except as otherwise provided herein, be the same terms and conditions set forth in this Lease as applicable to the original Premises, including the Tenant Work Letter attached hereto, except for the Tenant Improvement Allowance provided to Tenant (which shall be as provided in Section 15.4 below). Accordingly, the base rent payable by Tenant for any such First Offer Space shall be equal to the Base Rent, on a per rentable square foot basis, then payable by Tenant for the initial Premises then leased by Tenant under this Lease (including the abatement pursuant to Article 3 below but only if and during the period that Tenant's lease of the First Offer Space occurs during the Base Rent Abatement Period described in Article 3 below), subject to increase as provided in the But Rent schedule set forth in Section 8 of the Summary). The Expense Base Year, Tax Expense Base Year and Utilities Base Year pertaining to Tenant's leasing of any such First Offer Space shall be the Calendar Year 2004. Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply (i) during the last [***] months of the initial Lease Tetra unless Tenant has delivered the First Option Exercise Notice pertaining to extension of the initial Least Term pursuant to the Extension Rider, or (ii) during the last [***] months of the first Option Term (if applicable) unless Tenant has delivered the Second Option Exercise Notice (as defined in the Extension Rider attached hereto) pertaining to the extension of the first Option Term (if applicable) pursuant to the Extension Rider.

  • Procedure upon Purchase The Company shall deposit cash (in respect of a cash purchase under Section 3.08(c) or for fractional interests, as applicable) or shares of Common Stock, or a combination thereof, as applicable, at the time and in the manner as provided in Section 3.11, sufficient to pay the aggregate Purchase Price of all Securities to be purchased pursuant to this Section 3.08. As soon as practicable after the Purchase Date, the Company shall deliver to each Holder entitled to receive Common Stock through the Paying Agent, a certificate for the number of full shares of Common Stock issuable in payment of the Purchase Price and cash in lieu of any fractional interests. The person in whose name the certificate for Common Stock is registered shall be treated as a holder of record of shares of Common Stock on the Business Day following the Purchase Date. Subject to Section 3.08(d), no payment or adjustment will be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date.

  • Procedure for Merger or Consolidation Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

  • Procedures for Redemption (i) Notice of redemption will be (i) faxed, and (ii) mailed by the Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series B Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series B Preferred Units except as to the holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (a) the redemption date, (b) the Redemption Price, (c) the aggregate number of Series B Preferred Units to be redeemed and if fewer than all of the outstanding Series B Preferred Units are to be redeemed, the number of Series B Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units to be redeemed, (d) the place or places where such Series B Preferred Units are to be surrendered for payment of the Redemption Price, (e) that distributions on the Series B Preferred Units to be redeemed will cease to accumulate on such redemption date and (f) that payment of the Redemption Price will be made upon presentation and surrender of such Series B Preferred Units.

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Procedure for assignment (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT 28. Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Procedure for Merger, Consolidation or Conversion (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

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