Stock Repurchase Clause Samples
A Stock Repurchase clause grants a company the right to buy back its own shares from shareholders under specified conditions. Typically, this clause outlines the circumstances under which repurchases can occur, such as upon an employee's departure or a triggering event, and details the price and process for the buyback. Its core function is to give the company control over its ownership structure, prevent unwanted shareholders, and manage equity distribution effectively.
Stock Repurchase. Except as set forth in Schedule 2.36, neither ---------------- ------------- Company nor any Subsidiary has redeemed or repurchased any of its capital stock.
Stock Repurchase. Except as set forth in its Disclosure Letter, the Company has not redeemed or repurchased any of its capital stock.
Stock Repurchase. 30 2.37 Disclosure.................................................. 30 2.38
Stock Repurchase. If the Executive leaves the Company for any reason, the Company shall, at the Executive’s option, repurchase all or part of the shares in the Company owned/controlled by the Executive at book value as determined by an independent third party appraiser. The Company shall pay 50% in a lump sum payment and the rest in 12 monthly installments.
Stock Repurchase. Except as permitted under Section 6.10, no Credit Party shall repurchase any outstanding common stock or operating partnership units of any Credit Party prior to the later of (a) the Maturity Date and (b) the payment in full of the Obligations.
Stock Repurchase. Upon the terms and subject to the conditions set forth in this Agreement, on the second Business Day following the conclusion of each Repurchase Period during which Allscripts purchased shares of Allscripts Common Stock from Other Holders under the Market Purchase Program (each, a “Misys Repurchase Date”), Misys UK Holdings and/or Misys US Holdings shall sell, and Allscripts shall purchase, as part of the Market Purchase Program, shares of Allscripts Common Stock in the aggregate in a number (such shares, the “Misys Repurchased Shares”) equal to (i) the number of shares of Allscripts Common Stock purchased by Allscripts from Other Holders pursuant to the Market Purchase Program during the Repurchase Period (such shares, the “Other Repurchased Shares”) multiplied by (ii) the Repurchase Rate, in each case rounded to the nearest whole number of such shares. The obligations of Allscripts, Misys UK Holdings and Misys US Holdings under this Section 2.1 are subject to, and conditioned on, compliance with applicable Law.
Stock Repurchase. Except as set forth in Schedule 3.28, neither the Company nor the LLC has redeemed or repurchased any of its capital stock or interests since January 1, 1997.
Stock Repurchase. 27 7.5 Liens.................................................... 27
Stock Repurchase. (a) Subject to Section 6(e) below, if Mort▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Meye▇▇▇▇") ▇oluntarily resigns from his position as Chairman of the Board and Chief Executive Officer of the Company and if Meye▇▇▇▇ ▇▇▇ the Company do not reach a mutually agreeable arrangement for Meye▇▇▇▇ to remain with the Company (collectively, the "Buyback Event"), the Company shall have the right to repurchase from the Buyer all or a portion of the Shares for the
(b) Upon the occurrence of a Buyback Event, the Company shall have 30 days to give written notice (the "Buyback Notice") to the Buyer of the Company's decision to cause the Buyback. The Buyback Notice shall state the number of shares of the Company's common stock that the Company desires to repurchase, but in no event shall such number exceed the Maximum Amount (as defined below). Subject to Section 6(c) below, the Buyer shall then have 30 days to deliver to the Company stock certificates representing the number of shares of the Company's Common Stock equal to the number of shares set forth in the Buyback Notice in exchange for the payment by the Company to the Buyer of the Buyback Amount, with payment to be made by wire transfer of same-day funds.
(c) To the extent that the Buyer owns an insufficient number of shares to tender to the Company pursuant to a Buyback Notice required by Section 6(b) above or refuses to so tender such shares (such difference is referred to herein as the "Shortfall Amount"), then the Buyer shall tender to the Company so many of the number of shares actually owned by the Buyer in accordance with Section 6(b) above in exchange for payment by the Company in accordance with Section 6(b) above that it so wishes to tender, and the Buyer shall be obligated to pay to the Company, within one year after the date of the Buyback Event, cash in an amount equal to the Fair Market Value (as defined below) of the number of shares represented by the Shortfall Amount less the Buyback Amount for such number of shares represented by the Shortfall Amount, provided that interest required to be paid pursuant to the Buyback Amount shall be computed not to the date of the Buyback Event but instead to the date of the cash payment required to be made by the Buyer pursuant to this Section 6(c).
(d) For purposes of this Section 6, the following terms shall be defined as set forth below:
Stock Repurchase. (a) Borrowers have informed Agent that they intend to repurchase all of the Preferred Stock in a single transaction with a purchase price not to exceed Six Million Five Hundred Thousand Dollars ($6,500,000.00) (the “Stock Repurchase”). Subject to the terms and conditions of Sections 13(b) and (c) below, Agent hereby consents to the Stock Repurchase and, solely for the purposes of avoiding the occurrence of an Event of Default which could be caused by the Stock Repurchase, waives Borrowers’ compliance with those provisions of the Loan Agreement and each of the Other Agreements which would prohibit the Stock Repurchase, including without limitation, the covenants set forth in Sections 13(d), 13(e), 13(f), 13(j) and 13(l) of the Loan Agreement.
(b) Agent’s consent and waiver with respect to the Stock Repurchase is contingent upon Agent’s receipt of the following: (i) a fully executed copy of an Amendment, Ratification and Confirmation of the Continuing Unconditional Guarantee by each of the Guarantors (the “Surety Ratifications”), (ii) a fully executed promissory note evidencing Borrowers’ obligations under the Overadvance Term Loan (the “Overadvance Term Note”) and (iii) copies of all documents executed in connection with the Stock Repurchase, each of which shall be in form and substance satisfactory to Agent.
(c) Agent’s consent to the Stock Repurchase is contingent on the Stock Repurchase Date occurring on or before January 30, 2007. If the Stock Repurchase Date does not occur on or before January 30, 2007, Lender shall have no obligation to advance the Overadvance Term Loan.
(d) The consent and waiver contained in this Section 13 (i) is given solely in connection with the Stock Repurchase and does not constitute the consent or approval by Agent or Lender to any other stock purchase and (ii) shall not be deemed to be an agreement, obligation or commitment by Agent or Lender to consent to any other transactions which would be prohibited by the terms and conditions of the Loan Agreement or any of the Other Agreements.