Purchase Right Sample Clauses
Purchase Right. Notwithstanding the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Acquisition for an amount equal to (a) the fair market value of any consideration that would have been received by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Warrant Price of the Shares, but in no event less than zero.
Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholders’ remedies under the First Lien Loan Documents or this Agreement, at law or in equity or otherwise, the First Lien Claimholders agree at any time following (i) the final maturity (whether by acceleration or otherwise) of the First Lien Obligations in accordance with the terms of the applicable First Lien Loan Documents, (ii) a payment default (A) under any First Lien Loan Document that has not been cured or waived by the First Lien Claimholders within sixty (60) days of the occurrence thereof or (B) under any Second Lien Loan Document that has not been cured or waived by the Second Lien Claimholders, (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor or (iv) the commencement of an Enforcement Action by the First Lien Collateral Agent or, to the extent permitted by the First Lien Loan Documents, any First Lien Claimholder (each of (i) through (iv), a “Purchase Option Trigger Event”), the Second Lien Claimholders shall have the option (the “Purchase Option”) to purchase the entire aggregate amount (but not less than the entirety) of outstanding First Lien Obligations (including any unfunded commitments under the First Lien Credit Agreement) at the Purchase Price (the “First Lien Purchase”) without warranty or representation or recourse except as provided in Section 5.7(d), on a pro rata basis among the First Lien Claimholders, which purchase may be made by less than all of the Second Lien Claimholders so long as all the purchasing Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above. The First Lien Collateral Agent agrees that it will give the Second Lien Collateral Agent written notice (the “First Lien Enforcement Notice”) not less than five (5) Business Days prior to commencing any Enforcement Action with respect to Collateral or accelerating the First Lien Obligations (other than the automatic acceleration of the First Lien Obligations as a result of the commencement of an Insolvency or Liquidation Proceeding by or against any Grantor) (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the First Lien Collateral Agent is diligently pursuing in good faith such Enforcement Actions, or diligently attempting in good faith to vacate any stay of enforcement rights of the Liens on all or a material portion of the Collateral); provide...
Purchase Right. If a Lender becomes a Defaulting Lender, the other Lenders who are not Defaulting Lenders shall have the right, but not the obligation, in their sole discretion, to acquire (pro rata based on the Commitment Percentages of the Lenders exercising such right) all of such Defaulting Lender's right, title, and interest in and to the Loan. The purchase price shall be the principal and accrued interest allocable to the Defaulting Lender's Commitment Percentage of the Loan and shall be paid on the closing day of such purchase. On the date of closing of such purchase, the Defaulting Lender shall pay the Agent a processing fee of $5,000. The Defaulting Lender shall retain liability for all obligations in respect of the Loan and this Agreement arising prior to the date of transfer and shall execute and deliver such documents as may be reasonably necessary to effect such transfer.
Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.
Purchase Right a) Immediately prior to the occurrence of the first NCP Liquidity Event, the Company shall purchase from the Optionholder, and the Optionholder shall sell to the Company, the Callable Shares and Options owned by the Optionholder at a per share price of $0.01. The Company shall not be required to purchase from the Optionholder, and the Optionholder shall not be required to sell to the Company, any Callable Shares and Options owned by the Optionholder upon the occurrence of any subsequent NCP Liquidity Event. (b) The closing for the purchase and sale of the Callable Shares and Options shall take place immediately prior to the closing of the NCP Liquidity Event, at such place and such time as shall be designated by the Company. At such closing, the Optionholder shall deliver to the Company, in exchange for the payment by the Company of the purchase price in respect of each Callable Share and Option owned by the Optionholder, the certificate or certificates representing the Callable Shares and Options, as the case may be. (c) "Callable Shares and Options" means the New Shares and any remaining unexercised Options. (d) An "NCP Liquidity Event" means any Change of Control, Exit Event or Public Offering that upon consummation thereof would result in the North Castle Partners II, L.P. (the "Fund") realizing an internal rate of return on the portion of its indirect equity investment (the "IRR") in the Company that is disposed of by the Fund or any partnership controlled by the Fund (a "Controlled Partnership") or, in the event of a share and option exchange pursuant to Section 6 (a "Share and Option Exchange"), the portion of its indirect equity investment in the top tier holding company for investments by the Fund in the refrigerated juice industry ("Holdco") that does not equal or exceed 25% compounded annually. For purposes of the foregoing, the IRR shall be measured from the date of such Controlled Partnership's investment in such disposed-of portion of the equity in (i) the Company or, (ii) in the event of a Share and Option Exchange, Holdco, which date shall be deemed to be the date on which such Controlled Partnership invested in any company that is a constituent part of Holdco, to the date such Controlled Partnership receives the proceeds of the NCP Liquidity Event. The IRR shall be calculated, with respect to shares of the Company or Holdco, as the case may be, by applying a first-in, first-out convention. For purposes of this calculation, in the event of ...
Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Parity Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Parity Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Parity Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Parity Lien Collateral Agent. If the Parity Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.
Purchase Right. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby grants to the Investor the right to purchase from the Company the Subject Shares at the Purchase Prices; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the total number of Subject Shares that may be purchased under this Agreement shall equal one-third of the aggregate number of Common Shares that may be issued under the Subject Employee Options, subject to reduction, if any, pursuant to Section 3.1(b) hereof. As of the date hereof, there were (i) options to purchase 6,827,536 shares of common stock of Metavante outstanding that (subject to reduction pursuant to Section 3.1(b) of the Metavante Stock Purchase Right Agreement prior to the Effective Date) will be converted into Subject Employee Options pursuant to the terms of the Merger Agreement (such options, the “Applicable Metavante Options”). Within five business days after the determination of the number of Subject Employee Options into which the Applicable Metavante Options are convertible pursuant to the Merger Agreement (such date of determination to be as soon as reasonably practicable after the Closing Date), the Company shall deliver to Investor a schedule setting forth, with respect to each Subject Employee Option into which the Applicable Metavante Options were converted pursuant to the Merger Agreement, the expiration date, exercise price and number of Common Shares underlying such Subject Employee Option.
Purchase Right. At any time after the date hereof, the Partnership and the Family Groups shall have a right of first refusal (the "Purchase Right") to purchase, pursuant to the terms of this Section 7.4, from any Partner (for purposes of this Section 7.4, a "Selling Partner") intending to Transfer, other than as permitted in Section 7.3 of this Agreement, all or any portion of his, her or its Partnership Interests (including any Partnership Interests acquired after the date hereof).
Purchase Right a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereaf...
Purchase Right with respect to any Person means any security, right, subscription, warrant, option or other Contract that gives the right to purchase or otherwise receive or be issued any shares of capital stock or other equity interests of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock or other equity interests of such Person.