Repurchase Procedures Sample Clauses

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. (a) Purchases of Notes under Section 3.01 shall be made, at the option of the Holder thereof, upon: (i) if the Notes to be purchased are Physical Notes, delivery to the Trustee by the Holder of a duly completed notice in the Form of Fundamental Change Purchase Notice (the “Fundamental Change Purchase Notice”) together with the Physical Notes duly endorsed for transfer, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, (the “Fundamental Change Expiration Time”); and (ii) if the Notes to be purchased are Global Notes, delivery to the Trustee of the beneficial interest in such Global Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase by the Fundamental Change Expiration Time. The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state: (i) if certificated, the certificate numbers of such Holder’s Notes; (ii) the portion of the principal amount of such Notes to be purchased, which must be such that the principal amount not purchased equals $1,000 or an integral multiple of $1,000; and (iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.

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. (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: (i) delivery to the Paying Agent by a Holder of (x) a duly completed notice substantially in the form of the Form of Specified Repurchase Date Notice (the “Specified Repurchase Date Notice”), (y) a duly completed notice substantially in the form of the Form of Fundamental Change Repurchase Notice (the “Fundamental Change Repurchase Notice”) or (z) a duly completed notice substantially in the form of the Form of Change of Control Repurchase Notice (the “Change of Control Repurchase Notice”), if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding (x) with respect to a repurchase pursuant to Section 15.01, the consummation of the Qualified IPO, (y) with respect to a repurchase pursuant to Section 15.02, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”) or (z) with respect to a repurchase pursuant to Section 15.03, the Change of Control Repurchase Date (the “Change of Control Repurchase Expiration Time”), as applicable; and (ii) delivery of the Notes, with respect to a repurchase pursuant to Section 15.01, prior to the close of business on the Business Day immediately preceding the Qualified IPO, with respect to a repurchase pursuant to Section 15.02, prior to the Fundamental Change Repurchase Expiration Time or, with respect to a repurchase pursuant to Section 15.03, prior to the Change of Control Repurchase Expiration Time, as applicable, (x) if the Notes are Physical Notes, by physical delivery to the Paying Agent at any time after delivery of the Specified Repurchase Date Notice, the Fundamental Change Repurchase Notice or the Change of Control Repurchase Notice, as the case may be, (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or (y) if the Notes are Global Notes, by book-entry transfer of the Notes in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Specified Repurchase Date Price, the Fundamental Change Repurchase Price or the Change of Control Repurchase Price, as applicable, therefor. (b) The Fundamental Change Repurchase Notice, the Specified Repu...

Repurchase Procedures. The Investors may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of 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 Investors and the Company, as the case may be, will purchase such shares of such class elected t...

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. 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.