Payment of Purchase Price by the Company Sample Clauses

Payment of Purchase Price by the Company. Notwithstanding the foregoing, the Company shall not be required to purchase for cash any shares of Common Stock subject to Options pursuant to Section 5.1 or Section 5.2 if (a) such purchase would be or would result in a violation by the Company or any of its Subsidiaries of (i) the terms of any debt agreements or other documents related thereto to which the Company or any of its Subsidiaries is a party or (ii) applicable law or (b) the Board of Directors (excluding Messrs. Xxxxx and XxXxxxx or their respective nominees) unanimously determines that such purchase would be reasonably likely to materially impact the Company's available cash, require unsuitable additional debt to be incurred by the Company or otherwise have a material adverse effect on the financial condition of the Company. If the Company is precluded from paying for all or any portion of the Options in cash pursuant to the preceding sentence, the Company shall issue a subordinated note to the Optionee or his estate in respect of the Options not purchased for cash, which note shall be repaid in cash (i) from the proceeds obtained by the Company from the sale of Common Stock in an Initial Public Offering and (ii) at such time that the Board of Directors determines that the conditions described in the preceding sentence no longer exist; provided, that such note shall (A) bear pay-in-kind interest at a rate per annum which, in the opinion of an independent, mutually acceptable nationally-recognized investment banking firm, will result in such note having a fair market value on the date of issuance equal to the aggregate principal amount thereof, (B) be payable in full on April 30, 2007 except as otherwise provided herein, (C) be subordinated to the Company's obligations under any guarantee of any bank credit obligations of its subsidiaries and (D) contain such other covenants, events of default and other terms and conditions customary for notes of that kind. If in connection with the exercise of rights pursuant to Section 5.1 or 5.2, the Company is required to issue a subordinated note, at the request of the Optionee, the Company (by action of the Board) will in good faith endeavor to cause the Company to purchase the Options to be purchased pursuant to Section 5.1 or 5.2 in exchange for the issuance of a subordinated note so long as such purchase is permitted by the terms of any debt agreements or other documents related thereto to which the Company or any of its subsidiaries is a party; provi...
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Payment of Purchase Price by the Company. The consideration paid for the Selling Holder Shares by the Company may be in the form of a promissory note or notes secured by the Selling Holder Shares executed by the Company and delivered to the Holder, which note or notes shall (i) bear interest at the rate of the Federal Funds Rate per annum, (ii) be payable in two (2) equal annual installments, (iii) shall provide for acceleration in the event of default in the payment of interest or principal, and (iv) shall grant to the Company the right to prepay the note in whole or in part at any time or times without penalty. Such promissory note or notes shall be subordinated to the Company's obligation to NationsCredit Commercial Corporation under the terms and conditions set forth in the Credit Agreement dated as of July 1, 1999 among Medical Device Manufacturing, Inc. and the Lenders referred to therein and NationsCredit Commercial Corporation. For purposes of this Agreement, "Federal Funds Rate" shall mean a fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a business day, for the next preceding business day) by the Federal Reserve Bank of New York.
Sample 1

Related to Payment of Purchase Price by the Company

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

  • Acceptance by the Company It is understood that this subscription is not binding on the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and shall be noted by execution of this Agreement by the Company where indicated.

  • Deliveries by the Company At the Closing, the Company shall deliver to the Buyer the following:

  • Payment by the Company If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

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