Share Buyback Clause Samples
A Share Buyback clause outlines the terms under which a company can repurchase its own shares from shareholders. This clause typically specifies the conditions, procedures, and limitations for buybacks, such as the maximum number of shares that can be repurchased, the price or pricing mechanism, and any required approvals from the board or shareholders. By establishing clear rules for share repurchases, the clause helps manage shareholder expectations, provides flexibility for capital management, and ensures compliance with legal and regulatory requirements.
POPULAR SAMPLE Copied 5 times
Share Buyback. Simultaneously on Completion, the Company shall pay a cash amount equal to the Agreed Net Current Asset Value (which is estimated to be around US$11,800,000 based on the management accounts as at 30 March 2006 and subject to the adjustments to be made to the SPA Account as provided under Clause 8 herein) to repurchase from the Vendor 245,330,880 issued ordinary shares of the Company representing approximately 73.6% of the total issued share capital of the Company held by the Vendor.
Share Buyback. (a) Upon the execution of this Agreement IMPV shall take all necessary and appropriate actions to initiate a share buyback (the "Share Buyback") for the benefit of the IMPV stockholders who held their shares before the Effective Time and all holders of any option, warrant, convertible note or security or any other class or type of equity interest or right to acquire an equity interest in IMPV (the "Prior IMPV Shareholders"). For purposes of this Agreement, the "Buyback Interests" shall consist of all shares of IMPV Common Stock outstanding as of the time of the Share Buyback, and any option outstanding as of the time of the Share Buyback that is convertible into or exercisable for shares of IMPV Common Stock at an exercise price equal to or less than $0.15 per share, any unexpired warrant as of the time of the Share Buyback that is convertible into or exercisable for shares of IMPV Common Stock at a strike price equal to or less than $0.15 per share, any convertible note or security or any other class or type of equity interest or right to acquire an equity interest in IMPV. Simultaneously with the signing hereof, each of the ETECH stockholders, option holders and any others to receive the Merger Consideration (the "New IMPV Shareholders") shall deliver an agreement (a "Share Buyback Waiver") in the form attached hereto as Exhibit B, agreeing not to participate in the Share Buyback. Through the Share Buyback, IMPV will offer to purchase, for a twenty (20) business day period, the shares of IMPV Common Stock of the Prior IMPV Shareholders at a price per share of IMPV Common Stock equal to the number represented by (X) IMPV's cash balance at the Closing including the New Capital of $500,000 (as defined below), reduced by (i) the amount of cash required to pay all liabilities as required pursuant to Section 5.12; (ii) $100,000 and (iii) by the amount of any shortfall in the balance of IMPV's collectible accounts receivable aged no more than 120 days, net of allowances for uncollectible accounts (the "Collectible Accounts Receivable") at Closing below $500,000, based on IMPV's estimate on the Buyback Pricing Date, divided by (Y) the number of shares of IMPV Common Stock represented by the Buyback Interests (the "Buyback Price"). The Buyback Pricing Date shall be the closest practicable date preceding the printing of the final tender offer statement to be used in connection with the Share Buyback (the "Tender Offer Statement"). Simultaneously with the signing h...
Share Buyback. L'Oréal shall sell, and Sanofi shall purchase, on the Closing Date, in accordance with the terms and conditions of the Agreement, twenty-nine million five hundred and fifty-six thousand six hundred and fifty (29,556,650) Sanofi shares (the "Shares") free from any Encumbrances, together with all rights attaching thereto.
Share Buyback. Immediately after confirmation to IMPV by telephone or facsimile that the Articles of Merger have been filed, the Buyback Price shall be irrevocably paid into escrow for the exclusive benefit of the tendering holders of Buyback Interests, and for the exclusive purpose of paying the Buyback Price to such holders.
Share Buyback. Once the Articles of Merger have been filed, IMPV shall be irrevocably obligated to complete the Share Buyback and to pay the BuyBack Price to all holders of Buyback Interests who tender their Buyback Interests pursuant to the terms of the Share Buyback as such terms are in effect immediately prior to the filing of the Articles of Merger. The persons who hold Buyback Interests immediately prior to the filing of the Articles of Merger are third party beneficiaries of this Agreement with respect to the obligations of IMPV under the preceding sentence and may exercise any and all remedies available under applicable law to enforce such obligations.
Share Buyback. Subject to the terms and conditions hereof, S▇▇▇▇▇▇▇ agrees to sell, assign, transfer and deliver or cause to be delivered to Caliber and Caliber agrees to buy from S▇▇▇▇▇▇▇, that number of the S▇▇▇▇▇▇▇ Shares (the “Share Buyback”) each month, on the first of every month ( each a “Purchase Date”), at a price of $2.70 per S▇▇▇▇▇▇▇ Share (the “Purchase Price”) as follows: (i) from October 2018 through the earlier of any termination of the Share Buyback further to Section 2.6 or October 2019, 8,500 Shares, (ii) from November 2019 through the earlier of any termination of the Share Buyback further to Section 2.6 or March 2020, 6,000 Shares and (ii) April 2020 (if the Share Buyback is still in effect) through the termination of the Share Buyback further to Section 2.6, 6,000 Shares unless Section 2.3 is then in effect in which case it shall be 10,000 Shares.
Share Buyback a. What are the terms of the proposed share buyback?
b. What are the terms of the call or put mechanism?
c. Is the call or put mechanism optional at Utico's sole discretion or, in light of the Utico 10 June 2020 Email, is Utico proposing that the creditors be "given recourse for buyback through a call or Put mechanism" instead?
d. When will the share buyback / call or put mechanism take place?
e. In the event that the relevant Senior Unsecured Creditor or P&P holder or advisor sells the Utico shares and Hyflux shares that it has received as payment, will Utico engage with the new owner of the Utico shares and Hyflux shares for a share buyback?
Share Buyback. In the event the Company or any of its Affiliates shall repurchase shares of Voting Securities, including any redemption of the Preferred Stock, the Company shall offer to purchase such number of shares of Voting Securities as would be necessary on a pro rata basis to ensure that Purchaser as an "other entity" does not exceed 20% Beneficial Ownership of the Company's "Voting Shares" within the meaning of the North Carolina Shareholder Protection Act. The purchase price per share of such Voting Securities shall be the Average Market Price as of the date of the Purchaser's acceptance of the offer to purchase.
Share Buyback. Subject to the terms and conditions of this Agreement, the Investor shall sell and surrender to the Company, and the Company shall repurchase from the Investor, the Repurchased ADSs, free and clear from any Encumbrance upon Closing and with all rights, title and interest attaching thereto (the Repurchase).
Share Buyback. Subject to the terms and conditions of this Agreement, Investor shall sell and surrender to PubCo, and PubCo shall repurchase from Investor, 13,804,733 Ordinary Shares held by the Investor (the Repurchase Shares), free and clear from any Encumbrance (other than those arising under applicable securities Laws) upon Closing and with all rights, title and interest attaching thereto (the Transaction) at an aggregate purchase price of EUR48,091,106 (the Repurchase Price).