Repurchase Procedures. The Company may elect to exercise the right to purchase all or any portion of the Executive Units pursuant to the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of Executive Units within 180 days after Executive's Termination Date. The Repurchase Notice will set forth the number of Executive Units to be acquired from such holder(s), the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. The Company may elect to purchase all or any portion of the Unvested Units without or before purchasing any Vested Units. If any of the Executive Units are held by Permitted Transferees of Executive, the Company shall purchase the units elected to be purchased from such holder(s) of Executive Units pro rata according to the number of Executive Units held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit). If both Unvested Units and Vested Units are to be purchased by the Company and Executive Units are held by Permitted Transferees of Executive, the number of Unvested Units and Vested Units to be purchased will be allocated among such holders pro rata according to the total number of Executive Units to be purchased from such person.
Repurchase Procedures. The Company (or its nominee) may elect to purchase all or any portion of the Vested Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Vested Units within 90 days following the last day of the Employment Period. The Repurchase Notice shall set forth the number of Vested Units to be acquired from each holder of Employee Units, the aggregate consideration to be paid for such Vested Units and the time and place for the closing of the transaction. At any time prior to the closing of such transaction, the Company may rescind the Repurchase Notice for any reason (including for no reason at all) without liability to the holders of Employee Units. The Vested Units to be repurchased by the Company shall first be satisfied to the extent possible from the Employee Units held by Employee at the time of delivery of the Repurchase Notice. If the number of Vested Units then held by Employee is less than the total number of Vested Units that the Company has elected to purchase, the Company shall purchase the remaining Vested Units to be purchased from the other holder(s) of Employee Units under this Agreement, pro rata according to the number of Vested Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units).
Repurchase Procedures. Subject to the terms and conditions of this Paragraph 5 and the LP Agreement, an option of the Partnership to repurchase Vested Profits Interests (a “Repurchase Option”) may be exercised by delivery of written notice to Grantee. Promptly following such written notice, the Partnership shall repurchase from Grantee, and Grantee shall sell to the Partnership, those Vested Profits Interests subject to the Repurchase Option in exchange for the fair market value of such Vested Profits Interests as determined by the General Partner in good faith (the “Fair Market Value”); provided, that if Grantee’s employment with the Employer Group is terminated by Grantee without Good Reason, by Grantee’s employer for Cause, or upon a Grantee Non-Renewal then, in each case, the consideration payable by the Partnership to Grantee pursuant to an exercise by the Partnership of a Repurchase Option with respect to Vested Profits Interests shall be 50% of the Fair Market Value. Grantee, by acceptance of the benefits of the provisions of this Paragraph 5, acknowledges and agrees that the consideration paid by the Partnership to Grantee may be paid by: (i) delivery of a cashier’s check or wire transfer of immediately available funds; (ii) issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and after an IPO, issuance of common stock of the IPO Entity (as such term is defined in the WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the Employer Group; provided, that if the General Partner does not elect a method of payment, Grantee shall be paid in accordance with clause (i). In connection with any Repurchase Option, pursuant to, and subject to the terms and conditions of, this Paragraph 5, Grantee shall take or cause to be taken all actions requested by the General Partner in order to expeditiously consummate such repurchase and any related transactions, including executing, acknowledging and delivering assignments, a general release of the Employer Group, its Affiliates and related persons (in form and substance satisfactory to the Partnership) and other documents and instruments as may be reasonably requested and otherwise cooperating with the General Partner, and making customary representations and warranties, including as to due approval and ownership free and clear of any liens and transfer of the appl...
Repurchase Procedures. (a) Purchases of Notes under Section 3.01 shall be made, at the option of the Holder thereof, upon:
Repurchase Procedures. The Repurchase Option is exercisable by the Company delivering written notice (the "Repurchase Notice") to the holder or holders of each Class of Executive Stock within 180 days after the Termination Date. The Repurchase Notice will set forth the number of shares of each Class of Executive Stock to be acquired from such holder(s), the aggregate consideration to be paid for such holder's shares of each such Class of Executive Stock and the time and place for the closing of the transaction. If any shares of any Class of Executive Stock are held by any transferees of Executive, the Company will purchase the shares of such Class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such Class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
Repurchase Procedures. Pursuant to the Repurchase Option, ACP may elect to exercise the right to purchase all or any portion of the Unvested Shares by delivering written notice (the "Repurchase Notice") to Executive no later than 90 days after the end of the Employment Period; provided, that such 90-day period may be tolled in accordance with Section 2.04(e) below. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares and the time and place for the closing of the transaction (the "Repurchase Closing"). In the event that ACP elects to purchase a portion of such Unvested Shares pursuant to the terms of this Section 2.04, if any Unvested Shares are held by transferees of Executive, ACP shall first, purchase the shares elected to be purchased from Executive to the extent of the Unvested Shares then held by Executive and second, purchase any remaining shares elected to be purchased from such other holder(s) of Unvested Shares pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of shares of each class of Unvested Shares to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares to be purchased from such holders.
Repurchase Procedures. The Company may elect to exercise the right to purchase all or any portion of the Executive Units pursuant to the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of Executive Units within 180 days after Executive's Termination Date. The Repurchase Notice will set forth the number of Executive Units to be acquired from such holder(s), the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. If any of the Executive Units are held by Permitted Transferees of Executive, the Company shall purchase the Units elected to be purchased from such holder(s) of Executive Units pro rata according to the number of Executive Units held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit).
Repurchase Procedures. The Holding Company may elect to exercise the right to purchase all or any portion of the Executive Securities by delivering written notice (the “Repurchase Notice”), to the holder or holders of such Executive Securities. The Repurchase Notice will set forth the number and type of shares of Executive Securities to be acquired from such holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. If any shares of Executive Securities are held by Permitted Transferees of Executive, the Holding Company shall purchase the shares elected to be purchased from such holder(s) of shares of Executive Securities pro rata according to the number and type of shares of Executive Securities held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
Repurchase Procedures. The Company may elect to exercise the --------------------- right to purchase all or any portion of the shares of Employee Stock pursuant to the Repurchase Option by delivering written notice (the "Repurchase Notice") to ----------------- the holder or holders of the Employee Stock within 45 days of the Termination Date (or in the case of Employee's participation in any Competitive Activity during the Noncompete Period, within 45 days of the date the Company becomes aware of any such participation, but in no event later than the 45/th/ day after the expiration of the Noncompete Period). The Repurchase Notice will set forth the number of shares of Employee Stock to be acquired from such holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. If any Employee Stock is held by any transferees of Employee, the Company shall purchase the shares elected to be purchased from such holder(s) of Employee Stock, pro rata according to the number of shares of Employee Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). If Employee Stock of different classes is to be purchased by the Company and Employee Stock is held by any transferees of Employee, the number of shares of each class of Employee Stock to be purchased will be allocated among such holders, pro rata according to the total number of shares of Employee Stock to be purchased from such persons.
Repurchase Procedures. (a) Repurchases of Notes under Sections 15.01, 15.02 and 15.03, as applicable, shall be made, at the option of the Holder thereof, upon:
