Stock Buyback Sample Clauses

Stock Buyback. During any two consecutive fiscal quarters, measured as of the end of such period, the Company will not, and will not permit any of its Subsidiaries to, purchase, redeem, defease, retire or otherwise acquire any shares of any class of stock of the Company or any option or warrant thereon, whether now or hereafter outstanding (herein called "Stock Buybacks"), either directly or indirectly, for total consideration in an amount in excess of the sum of (i) its Cash EBITDA during such two consecutive fiscal quarters plus (ii) the aggregate net proceeds from sales of capital stock of the Company or the exercise of options of the Company during such two consecutive fiscal quarters.
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Stock Buyback. During any two consecutive fiscal quarters, measured of the end of such period, the Company will not, and will not permit any of its Subsidiaries to, purchase, redeem, defease, retire or otherwise acquire any shares of any class of stock of the Company or any option or warrant thereon, whether now or hereafter outstanding (herein called "Stock Buybacks"), either directly or indirectly, for total consideration in an amount in excess of the sum of (i) its Net Cash Provided by Operating Activities Before Changes in Working Capital during such two consecutive fiscal quarters plus (ii) the aggregate net proceeds from sales of capital stock of the Company or the exercise of options of the Company during such two consecutive fiscal quarters.
Sample 1
Stock Buyback. Notwithstanding any provision of the Loan Agreement or other Loan Document, including without limitation Sections 7.5, 7.8 and 7.18 of the Loan Agreement, Lenders hereby consent to Borrower's purchase of 150,000 shares of stock in Borrower from Xxx Xxxxxxxx and his affiliated entities (collectively "Beaumont") (which constitutes 100% of Beaumont's stock ownership in Borrower) in exchange for Borrower transferring title to Engine 193117 to Xx. Xxxxxxxx. Agent shall be authorized to release Engine 193117 as Collateral to facilitate such transaction provided Agent has received and reviewed the documentation to be executed by Borrower in connection with such transaction.
Sample 1
Stock Buyback. The Executive and the Company agree that on a date designated by the Company to the Executive, which date shall be on or before the Separation Effective Date, (i) the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $80,565.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, the 805.65 vesting common units (the "Vesting Common Units") of the Company purchased by the Executive pursuant to that certain Management Subscription Agreement, dated as of April 15, 2003, and (ii) the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $231,019.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, 2109.7985 of the vested preferred units of the Company currently held by the Executive (the "Repurchased Vested Preferred Units") and 200.3885 of the vested common units of the Company currently held by the Executive (the "Repurchased Vested Common Units"). The remaining equity interests of the Company currently held by the Executive, consisting of 2109.7985 of vested preferred units of the Company (the "Retained Preferred Units") and 200.3885 of vested common units of the Company (the "Retained Common Units", and, together with the Retained Preferred Units, the "Retained Units") shall remain subject to the terms and conditions of the Second Amended and Restated Operating Agreement of the Company, as in effect from time to time (including the voting trust contained therein as it relates to the Retained Common Units) and the Rollover Securities Repurchase Agreement, dated as of April 15, 2003, by and between the Company and the Executive (as in effect from time to time). At the time of the purchase of the Vesting Common Units, the Repurchased Vesting Preferred Units and the Repurchased Vested Common Units, against payment of the purchase price therefore as described above, the Executive shall deliver to the Company (or its designee) the certificates (including voting trust certificates) representing the Vesting Common Units, the Repurchased Vesting Preferred Units and the Repurchased Vested Common Units accompanied by duly executed instruments of transfer conveying such securities and shall represent to the Company (or its designee) in writing that such securities are being transferred free and clear of all liens, encumbrances, rights of first refusal or offer or any other claims of...
Sample 1
Stock Buyback. 35 7.8 Transactions with Affiliates.........................................36 7.9 Indebtedness.........................................................36 7.10 Operating Leases..................................................36 7.11
Sample 1
Stock Buyback. The Executive and the Company agree that on a date designated by the Company to the Executive, which date shall be on or before the end of the Salary Continuation Period, the Executive shall sell and the Company (or its designee) shall purchase for an aggregate purchase price of $48,339.00 in cash, less any applicable withholding taxes required to be withheld under applicable law, 483.3900 common units of the Company currently held by the Executive (the "Repurchased Common Units"), which represent all of the equity interests of the Company currently held by the Executive in the Company. At the time of the purchase of the Repurchased Common Units, against payment of the purchase price therefore as described above, the Executive shall deliver to the Company (or its designee) the certificates (including voting trust certificates) representing the Repurchased Common Units accompanied by duly executed instruments of transfer conveying such securities and shall represent to the Company (or its designee) in writing that such securities are being transferred free and clear of all liens, encumbrances, rights of first refusal or offer or any other claims of third parties (including his spouse).
Sample 1

Related to Stock Buyback

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Stock Purchase Rights In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

  • Stock In the case of any stock split, stock dividend or like change in the nature of shares of Stock covered by this Agreement, the number of shares and exercise price shall be proportionately adjusted as set forth in Section 5.1(m) of the Plan.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Share Purchase Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).

  • Recapitalization, Exchanges, etc. Affecting the Common Units The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

  • TRANSACTIONS IN CAPITAL STOCK Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.

  • Stock Purchase On and subject to the terms and conditions set forth in this Agreement, on the Closing Date, the Purchaser shall purchase from each Seller, and each Seller shall sell and transfer to the Purchaser, all of the shares of Common Stock owned by such Seller as such ownership is set forth on the Schedule of Stockholders attached hereto, free and clear of any Liens.

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