Clean-Up Repurchase Option Sample Clauses

The Clean-Up Repurchase Option is a contractual provision that allows the seller or originator of a pool of assets, such as loans or receivables, to repurchase the remaining assets once their outstanding balance falls below a specified threshold, often expressed as a percentage of the original pool. In practice, this option is typically exercised when only a small portion of the assets remain, making ongoing administration inefficient or costly. The core function of this clause is to streamline the winding down of asset-backed transactions, reducing administrative burdens and costs for both parties as the pool nears depletion.
Clean-Up Repurchase Option. ‌ So long as the Series 2023-2 Ownership Interest exists, Section 6.9 of the Pooling and Servicing Agreement shall be read, in respect of this Series as if the following: “(so long as the Seller is the Servicer or an Affiliate of the Servicer)” was inserted after the word “Servicer” where first used.
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Clean-Up Repurchase Option. (a) The Servicer may, as of any Distribution Day (the “Purchase Date”), purchase from the Co-Owners of a Series all, but not less than all, of the Ownership Interests of the Series owned by such Co-Owner on the Purchase Date. The purchase shall not be effected unless: (i) the Servicer shall have given written notice thereof to the Seller, the applicable Co-Owner, the related Rating Agencies, any other Person so specified in the related Series Purchase Agreement and the Custodian, in each case not less than ten days prior to the Purchase Date or such longer period as may be specified in the related Series Purchase Agreement; and (ii) the Invested Amount of the Series on the Purchase Date is less than or equal to 10% of the sum of (A) the Initial Invested Amount of the Series and (B) the stated dollar amount of any Additional Ownership Interests in respect of such Series acquired after the related Closing Date. (b) The aggregate purchase price for the Ownership Interests of a Series subject to purchase in accordance with Section 5.06(a) shall equal the sum of: (i) the Invested Amount of the Series as of the Determination Day preceding the Purchase Date; (ii) an amount specified in the related Series Purchase Agreement in respect of the Series Ownership Entitlement; and (iii) any additional amount specified to be included in the purchase price pursuant to the Series Purchase Agreement. (c) The Servicer shall satisfy the purchase price by depositing such amount to the Collection Account as Purchase Proceeds on the Purchase Date. (d) Upon the deposit to the Collection Account of the purchase price by the Servicer pursuant to this Section, the Invested Amount of the Series shall be reduced to zero with effect for all purposes of this Agreement as of the immediately preceding Determination Day.
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Clean-Up Repurchase Option. (1) Subject to the provisions of this Section, the Servicer may, as of any Reporting Day (the “Purchase Date”), purchase from the Co-Owners of a Series all, but not less than all, of the Ownership Interests of the Series owned by such Co-Owners on the Purchase Date. The purchase shall not be effected unless: (a) the Servicer shall have given written notice thereof to the Custodian and any other Person so specified in the related Series Purchase Agreement, in each case not less than ten days before the Purchase Date; and (b) the Invested Amount of the Series on the Purchase Date is an amount less than or equal to 10% of the sum of (a) the Initial Invested Amount of the Series and
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Related to Clean-Up Repurchase Option

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Substitute Purchase Option In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations or mergers.

  • Put Right If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall be of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).