Repurchase Event Clause Samples

Repurchase Event. (a) In the event that a Repurchase Event occurs after initial issuance of the Securities, each Holder of Securities shall have the right (which right may not be waived by the Board of Directors or the Trustee) at the Holder's option, to require the Company to repurchase all of such Holder's Securities or any authorized denomination thereof, on the date (the "Repurchase Date") that is 45 calendar days after the date of the Company Notice (as defined below), at a price equal to 100% of the principal amount of such Securities to be repurchased (the "Repurchase Price"), together with accrued interest to the Repurchase Date in accordance with paragraph (b) of this Section 6.09; provided however, that a Repurchase Event shall not be deemed to have occurred so long as the Securities are convertible into Common Stock if the closing price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 110% of the conversion price of such Securities in effect on each such Trading Day. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, as in effect on the date of execution of the Indenture. (b) Within 15 calendar days after a Repurchase Event, the Company shall mail a notice (the "Company Notice") to the Trustee and each Securityholder of record as of the date of the Repurchase Event stating: (1) that a Repurchase Event has occurred and that such Securityholder has the right to require the Company to repurchase all or any authorized denomination of such Securityholder's Securities at the Repurchase Price; (2) if the date of the Repurchase Event is on or prior to March 1, 2007, the current Conversion Price, the date on which the right to convert such Holder's Securities into Common Stock will expire and the place or places where such Securities may be surrendered for conversion; (3) the Repurchase Date; (4) that Holders electing to have Securities or any authorized denomination thereof purchased will be required (a) to surrender their Securities to the Paying Agent at the address specified in the Company Notice on or before the fifth Business Day preceding the Repurchase Date with the "Option of Holder to Elect Purchase" on the reverse thereof completed and (b) to complete any form of letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (5) that Sec...

Repurchase Event. A Repurchase Event shall be defined as the occurrence of any one of the following events: (a) For any period of five consecutive trading days following the date hereof there shall be no Trading Price of the Common Stock on any of the Nasdaq National Market, the NYSE or the AMEX; (b) The Common Stock ceases to be listed for trading on the Nasdaq National Market, the NYSE or the AMEX; (c) Any consolidation or merger of the Company or any subsidiary of the Company with or into another entity (other than a merger or consolidation of a subsidiary of the Company into the Company or a wholly-owned subsidiary of the Company) where the shareholders of the Company immediately prior to such transaction do not collectively own at least 51% of the outstanding voting securities of the surviving corporation of such consolidation or merger immediately following such transaction; (d) The adoption of any amendment to the Company's Certificate of Incorporation (other than any certificate designating a series of preferred stock of the Company) or the taking of any other action which materially and adversely affects the rights of the Holder; (e) The inability for a period of 30 consecutive calendar days or more or any 30 Trading Days or more (whether or not consecutive) of the Holder to sell shares of Common Stock issued upon conversion of this Note pursuant to the Registration Statement required to be filed by the Company pursuant to the Note Purchase Agreement (1) by reason of the requirements of the Act, the 1934 Act or any of the rules or regulations under either thereof or (2) due to the Registration Statement containing any untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading or other failure of the Registration Statement to comply with the rules and regulations of the SEC, provided, however, that the number of such days for purposes of the determination in this Section 5.3(e) shall not include any such days when the Registration Statement is unavailable for use for the sale of shares of Common Stock due to the requirement for the Company to amend or supplement the Registration Statement to reflect new or additional information regarding the Holder or the holder of any Other Note or any of their intended plans of distribution so long as the Company shall have used its best efforts to effect such amendment or supplement promptly as required by the Note Purchase Agree...

Repurchase Event. Upon the occurrence of a Tax Event or a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Bonds or any portion thereof (in minimum principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) on the Tax Event Repurchase Date or Fundamental Change Repurchase Date at a price equal to the Tax Event Repurchase Price, the Change of Control Repurchase Price or the Listing Failure Event Repurchase Price, as applicable.

Repurchase Event. 36- Request for Release.................................................-36- Required Insurance Policy...........................................-36-

Repurchase Event. A "Repurchase Event" shall be deemed to have occurred at such time as: (a) any Person, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any such subsidiary, is or becomes the beneficial owner, directly or indirectly, through a purchase or other acquisition transaction or series of transactions (other than a merger or consolidation involving the Company), of shares of capital stock of the Company entitling such Person to exercise in excess of 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; or

Repurchase Event. For purposes of this Agreement, a Repurchase Event means any one of the following events: (i) If at any time from the effective date of the Employment Agreement through the two (2) year anniversary of the Termination Date, Executive directly or indirectly through another entity (A) induces or attempts to induce any employee of the Company (or any of its Subsidiaries or any of its other Affiliates to which Executive provides executive services (each Subsidiary and Affiliate, together with RSI, a “Designated Affiliate”) to leave the employ of the Company or such Designated Affiliate; (B) hires or employs any person who was an employee of the Company or any Designated Affiliate at any time during the from the effective date of the Employment Agreement through the Termination Date; (C) calls on, solicits, or services any customer, supplier, licensee, licensor or other business relation or

Repurchase Event. A "Repurchase Event" shall be deemed to have occurred at such time as: (a) any Person, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any such subsidiary, is or becomes the beneficial owner, directly or indirectly, through a purchase or other acquisition transaction or series of transactions (other than a merger or consolidation involving the Company), of shares of capital stock of the Company entitling such Person to exercise in excess of 50% of the total voting power of all shares of capital stock of the Company entitled to vote generally in the election of directors; or (b) there occurs any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (i) any such transaction pursuant to which the holders of the Common Stock immediately prior to such transaction have, directly or indirectly, shares of capital stock of the continuing or surviving corporation immediately after such transaction which entitle such holders to exercise in excess of 50% of the total voting power of all shares of capital stock of the continuing or surviving corporation entitled to vote generally in the election of directors and (ii) any merger (1) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock or (2) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock); provided, however, that a Repurchase Event shall not be deemed to have occurred if either (a) the Closing Price per share of the Common Stock for any five Trading Days within the period of ten consecutive Trading Days ending immediately before the Repurchase Event shall equal or exceed 105% of the Conversion Price in effect on each such trading day, or (b) at least 90% of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the Repurchase Event consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in such connection with such Repurchase Event) and as a result of such transaction or ...

Repurchase Event. Promptly after the occurrence thereof, notice of the occurrence of a Repurchase Event.

Repurchase Event. A "Repurchase Event" shall be deemed to occur (i) upon the occurrence of a Change in Control, (ii) in the event that the Company fails to obtain either of the Stockholder Approvals on or before March 9, 2000 or (iii) in the event that the Notes are not mandatorily converted into shares of Common Stock in accordance with Article Fourteen on or before March 9, 2000, provided that the date set forth in clauses (ii) and (iii) may be extended to March 31, 2000 with the consent of the registered holders of a majority of the aggregate principal amount of the Notes and the Convertible Notes, considered as a single class, at the time Outstanding.