Share Buybacks Sample Clauses
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Share Buybacks. (a) From and after the Effective Date, in connection with any share repurchase program undertaken by the Company that the Company may initiate from time to time with respect to the Common Stock, including, but not limited to, accelerated share repurchase programs (any such share repurchase program, a “Share Repurchase Program”), then, subject to and pursuant to the terms of this Section 6 and the terms of this Agreement, the TAFE Parties shall sell their shares of Common Stock to the Company in a private transaction to the extent required in order to ensure that, (i) if the TAFE Parties’ aggregate beneficial ownership of Common Stock is at or below the Ownership Cap, the TAFE Parties’ aggregate beneficial ownership of Common Stock does not exceed the Ownership Cap, and (ii) if the TAFE Parties’ aggregate beneficial ownership of Common Stock exceeds the Ownership Cap as permitted by the terms of this Agreement, the TAFE Parties’ aggregate beneficial ownership of Common Stock remains at the percentage owned at the commencement of any share repurchase for the duration that such excess ownership is permitted by the terms of this Agreement, and thereafter, to the extent applicable, the TAFE Parties shall sell any Common Stock owned by them in excess of the Ownership Cap in accordance with Section 8(c).
(b) The Company shall have the sole discretion to determine the timing, pricing and size of any repurchase of Common Stock by the Company, subject to applicable laws and regulations. To the extent the Company believes in good faith that the TAFE Parties will be required sell their shares of Common Stock pursuant to Section 6(a), the Company shall notify TAFE of the Company’s intention to commence a share repurchase, to the extent reasonably feasible, at least ten (10) business days before the repurchase period commences (the “Section 6 Initial Notice”), although the TAFE Parties acknowledge that share repurchases may be made on short notice without the opportunity for the Company to provide the Section 6 Initial Notice with ten (10) business days, in which case the Section 6 Initial Notice shall be delivered by the Company to TAFE as promptly as practicable. The Section 6 Initial Notice shall include (i) the number of shares of Common Stock outstanding as of the date of the notice, (ii) a brief description of the contemplated share repurchase(s), and (iii) the number of shares of Common Stock the Company believes the TAFE Parties will need to sell in accordance w...
Share Buybacks. The Company shall not, without the prior written consent of the BAT Group Representative, acting reasonably, redeem, repurchase or otherwise acquire for cancellation, or offer to redeem, repurchase or otherwise acquire for cancellation, any Shares (a “Share Buyback”), where such Share Buyback would be reasonably likely to result in the BAT Group Permitted Holders beneficially owning and/or controlling, directly or indirectly, 49.9% or more of the voting rights attached to all of the issued and outstanding Shares.
Share Buybacks. In the event of a Common Share buyback, whether pursuant to a redemption, purchase for cancellation, issuer bid or otherwise, Emera agrees to participate in same on terms identical to that offered to other shareholders such that it will not exceed the 25% Threshold after completion of such Common Share buyback.
Share Buybacks. C-39 Section 10.4 All Shares Subject to this Agreement. C-39 Section 10.5 Changes in Capital of the Company. C-39 Section 10.6 BAT Group Permitted Holders Agreement to be Bound. C-40 Section 10.7 Constating Documents. C-40 Section 10.8 Term and Termination. C-40 Section 10.9 Dividends and Distributions. C-40 Section 10.10 Notices. C-41 Section 10.11 Time of the Essence. C-42 Section 10.12 Expenses. C-42 Section 10.13 Severability. C-42 Section 10.14 Entire Agreement. C-42 Section 10.15 Successors and Assigns. C-43 Section 10.16 Third Party Beneficiaries. C-43 Section 10.17 Amendments. C-43 Section 10.18 Waiver. C-43 Section 10.19 Injunctive Relief. C-43 Section 10.20 Further Assurances. C-44 Section 10.21 Counterparts. C-44 Schedule A - Company Competitors Schedule B - Registration Rights Procedures This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated [], 2026 (this “Agreement”) is made by and between BT DE Investments Inc., a corporation existing under the Laws of the State of Delaware (the “BAT Shareholder”), and Organigram Global Inc., a corporation existing under the Act (the “Company”).