PURCHASE BY COMPANY Sample Clauses

PURCHASE BY COMPANY. Subject to the exercise by IPC Delaware of the Redemption Call Right, upon receipt by the Company in the manner specified in Section 6.1 hereof of a certificate or certificates representing the number of Redeemed Shares, together with a Redemption Put Request, and provided that the Redemption Put Request is not revoked by the Holder in the manner specified in Section 6.6 hereof, the Company shall redeem the Redeemed Shares effective at the close of business on the Redemption Date and shall cause to be delivered to such holder the Total Exchangeable Share Consideration representing the Total Redemption Price with respect to such Redeemed Shares in accordance with Section 6.3 hereof. If not all of the Exchangeable Shares represented by any certificate are redeemed, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder at the expense of the Company.
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PURCHASE BY COMPANY. Whenever the Company shall, pursuant to this Agreement, be required to purchase shares of the capital stock of the Company, the Stockholders and the Personal Representative of any Decedent shall do all things and execute and deliver all papers as may be necessary to consummate such purchase. Any note required to be given hereunder by the Company as part of the purchase price shall be endorsed and guaranteed by the remaining or surviving Stockholders, who shall not be discharged from such liability by reason of the subsequent extension, modification or renewal of any such note. Until all amounts due are paid, the stock certificates shall be delivered to Seller.
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PURCHASE BY COMPANY. The Company may not purchase, directly or indirectly through its Subsidiaries of the Company or otherwise, Subscription Receipts in the open market, by private agreement or otherwise.
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PURCHASE BY COMPANY. During the continuance in force of this Agreement, the Company shall be required to purchase the Shareholder's Company Stock upon the death of the Shareholder.
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PURCHASE BY COMPANY. At the request of the Participant during the exercise period set forth in Sections 3(a)(i) and (ii), the Company will purchase Shares issued to the Participant in respect of this Option for Fair Market Value as determined by the Committee and the Participant in good faith. In lieu of the Participant’s rights under Section 3(b) hereof, at the request of the Participant during the exercise period set forth in Sections 3(a)(i) and (ii), the Company will cancel the Vested Portion of the Option for Fair Market Value (less the applicable Option Price) as determined by the Committee and the Participant in good faith.
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PURCHASE BY COMPANY. The date of the Offer Notice shall be the date on which such Offer Notice has been sent by messenger, express mail or telecopier, return receipt requested, to all parties entitled to receive it (the "NOTICE DATE"). Thirty (30) days after the Notice Date the Company shall notify the Selling Stockholder (and any Stockholder exercising a Take-Along Right by delivering a Take-Along Notice pursuant to Section 5) and the Remaining Stockholders of its acceptance of the Offer (including any Shares held by Stockholders exercising a Take-Along Right ("TAKE-ALONG SHARES")) and the portion of Offered Shares and Take-Along Shares the Company intends to purchase (the "COMPANY PURCHASE PERIOD").
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PURCHASE BY COMPANY. Upon receipt by the Company of the Offering Notice from Participant or his legal representative, as the case may be, the Company or its assigns shall have the exclusive right and option, exercisable at any time within thirty (30) days after receipt of the Offering Notice, to purchase the Optioned Shares at the price and on the terms and conditions set forth herein. If the Company elects to exercise the option, it shall give written notification to this effect to the Participant or his legal representative, as the case may be, and such sale and purchase shall be closed within thirty (30) days after such notification of exercise is sent to the Participant or to his legal representative.
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PURCHASE BY COMPANY. For a period of ten (10) days following receipt of any Notice described in Section 3.01, the Company will have the right to purchase all (but not less than all) of the Offered Shares subject to such Notice on the same terms and conditions as set forth therein. The Company’s purchase right must be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Selling Shareholder within such ten (10) day period. The Company will effect the purchase of the Offered Shares, including payment of the purchase price, if at all, not more than fifteen (15) business days after delivery of the Company’s Notice, and at such time the Selling Shareholder must deliver to the Company the certificate(s) representing the Offered Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. The Offered Shares so purchased must thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Preferred Stock or Common Stock, as the case may be.
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PURCHASE BY COMPANY. If a Selling Shareholder offers to sell his or her Common Stock to the Company pursuant to Section 1.2 above, then the Selling Shareholder shall vote all of his or her shares of Common Stock in accordance with the majority of shares of Common Stock cast by the Non-Selling Shareholders at any meeting of shareholders of the Company in order to approve any corporate action that may be required to be taken by the Company or its officers or directors in order to enable the Company to accept the offer and purchase the shares of Common Stock offered by the Selling Shareholder.
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Related to PURCHASE BY COMPANY

  • Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

  • Release by Company The Company, on behalf of itself and each and all of the other Company Parties, hereby acknowledges full and complete satisfaction of and releases and discharges each and all of the Executive Parties from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, that all or any of the Company Parties have ever had, or now have, or ever will have, against all or any of the Executive Parties by reason of any and all acts, omissions, conditions, events, circumstances, or facts existing, occurring, or failing to occur at any time through the date of the Company’s execution of this Release that directly or indirectly arise out of, relate to, or are connected with Executive’s employment by, services to (whether as an employee, officer, director, or otherwise), or separation from, all or any of the Company Parties(the foregoing, as modified by the following clause, collectively, the “Company Released Claims”); except that notwithstanding anything to the contrary herein, the release set forth in this Section 4 expressly excludes, and shall not alter, limit, release, apply to, or otherwise affect, and the term Company Released Claims shall not include (a) the obligations of Executive that survive the termination of Executive’s employment with the Company pursuant to Section [9.6] of the Employment Agreement and that certain Confidentiality, Non-Interference, and Invention Assignment Agreement dated [*] between the Company and Executive; and (b) any claims arising after the date of the Company’s execution of this Release.

  • Deliveries by Company The Company shall deliver the following at Closing:

  • Ownership by Company If, during Executive’s employment by Company, Executive creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to Company’s business, products, or services, whether such work is created solely by Executive or jointly with others (whether during business hours or otherwise and whether on Company’s premises or otherwise), including any Work Product, Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work is not prepared by Executive within the scope of Executive’s employment but is specially ordered by Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and Company shall be the author of the work. If such work is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a work made for hire, then Executive hereby agrees to assign, and by these presents does assign, to Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

  • Defense by Company Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

  • Confirmation by Company Company must provide written confirmation to the Fund that instructions from the Fund to restrict or prohibit trading have been executed. Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

  • Recitals by Company The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as if set forth herein in full.

  • Termination by Company The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

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