Stock Redemption and Note Forgiveness Sample Clauses

Stock Redemption and Note Forgiveness. If AMCE is so permitted under the Delaware General Corporation Law and the terms of any of its applicable loan agreements, debt covenants or other agreements, AMCE shall redeem all of the 250,000 shares of AMCE's Common Stock purchased by Employee with the proceeds of the Note which Employee owns on the Date of Termination, at a redemption price per share equal to the Closing Price per share on the Date of Termination, and the aggregate redemption price shall be applied by AMCE towards payment of the Note. If the aggregate redemption price is greater than the amount of unpaid principal and accrued interest on the Note, AMCE shall pay an amount equal to such excess to Employee. If the aggregate unpaid principal and accrued interest on the Note exceeds the redemption price, then AMCE shall forgive a portion of such excess amount, determined as follows: multiply (1) the difference (expressed as a positive number) between (x) an amount equal to the Closing Price per share on the Date of Termination multiplied by 250,000 and (y) the amount of outstanding principal and accrued interest on the Note on the Date of Termination, by (2) a ratio, the numerator of which is the number of shares of AMCE's Common Stock redeemed by AMCE pursuant to this paragraph and the denominator of which is 250,000. AMCE shall also pay to Employee a "Gross-Up Payment".
Sample 1
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Stock Redemption and Note Forgiveness. If the Company is so permitted under the Delaware General Corporation Law and the terms of any of its applicable loan agreements, debt covenants or other agreements, the Company shall redeem all of the 375,000 shares of the Company's Common Stock purchased by Employee with the proceeds of the Note which Employee owns on the Date of Termination, at a redemption price per share equal to the Closing Price per share on the Date of Termination, and the aggregate redemption price shall be applied by the Company towards payment of the Note. If the aggregate redemption price is greater than the amount of unpaid principal and accrued interest on the Note, the Company shall pay an amount equal to such excess to Employee. If the aggregate unpaid principal and accrued interest on the Note exceeds the redemption price, then the Company shall forgive a portion of such excess amount, determined as follows: multiply (1) the difference (expressed as a positive number) between (x) an amount equal to the Closing Price per share on the Date of Termination multiplied by 375,000 and (y) the amount of outstanding principal and accrued interest on the Note on the Date of Termination, by (2) a ratio, the numerator of which is the number of shares of the Company's Common Stock redeemed by the Company pursuant to this paragraph and the denominator of which is 375,000. The Company shall also pay to Employee an amount equal to the federal, state and city income taxes and excise taxes, if any, required to be paid by Employee based upon the forgiveness of such portion of the Note; or (B)Note Forgiveness If Stock Redemption Not Permitted. If the Company is not permitted under the terms of the Delaware General Corporation Law or any of its loan agreements, debt covenants or other agreements to redeem all of the 375,000 shares of the Company's Common Stock purchased by Employee with the proceeds of the Note which Employee owns on the Date of Termination, and if the amount of unpaid principal and accrued interest on the Note on the Date of Termination exceeds the value of such shares (determined by the Closing Price per share on the Date of Termination), then the Company shall forgive a portion of such excess amount, determined as follows: multiply (1) the difference (expressed as a positive number) between (x) an amount equal to the Closing Price per share on the Date of Termination multiplied by 375,000 and (y) the amount of outstanding principal and accrued interest on the Note on the Da...
Sample 1

Related to Stock Redemption and Note Forgiveness

  • REDEMPTION AND REPURCHASE The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Debt and Stock Redemption 2. (a) Bancorp and any nonbank subsidiary shall not, directly or indirectly, incur, increase, or guarantee any debt without the prior written approval of the Reserve Bank and the DFCS. All requests for prior written approval shall contain, but not be limited to, a statement regarding the purpose of the debt, the terms of the debt, and the planned source(s) for debt repayment, and an analysis of the cash flow resources available to meet such debt repayment.

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Issue and Redemption of Fund Shares All expenses incurred in connection with the issue, redemption, and transfer of the Fund’s shares, including the expense of confirming all share transactions;

  • Optional Redemption of Notes Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

  • Redemption and Repurchase; Discharge Prior to Redemption or Maturity This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

  • Distributions and Redemptions Maker shall not declare or pay any dividends or make any distributions of cash, property or securities of Maker with respect to any shares of its common stock, preferred stock or any other class or series of its stock, or, directly or indirectly (except for repurchases of common stock by Maker in accordance with the terms of employee benefit plans or written agreement between Maker and any of its employees approved by the Board of Directors of Maker prior to February 1, 2004), redeem, purchase, or otherwise acquire for any consideration any shares of its common stock or any other class of its stock.

  • Restriction on Redemption and Cash Dividends So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.

  • Redemption and Waiver (a) The Board of Directors acting in good faith may, with the prior approval of the holders of Voting Shares or of the holders of Rights given in accordance with Section 5.1(i) or (j), as the case may be, at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 has not been waived pursuant to the provisions of this Section 5.1, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).

  • Redemption and Purchases SECTION 3.01 Right to Redeem; Notices to Trustee.................................................................21 SECTION 3.02 Selection of Securities to Be Redeemed..............................................................22 SECTION 3.03

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