Repurchase Transaction Sample Clauses

Repurchase Transaction. On the basis of the representations, warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in Section 3 below and the consummation of the Investment Transaction, the Company and each of the Sellers agree to and shall consummate, at the Closing, the following transaction (the "REPURCHASE TRANSACTION"): the Company shall repurchase (with respect to outstanding shares) and repurchase and cancel (with respect to outstanding stock options) (by applying the proceeds of the Investment Transaction) from each Seller the number of Repurchased Shares and/or Repurchased Options set forth opposite such Seller's name on the SCHEDULE OF SELLERS attached hereto and shall pay to each such Seller (in the manner set forth in Paragraph 1D(iii) below) the portion of the Repurchase Price set forth opposite such Seller's name on the SCHEDULE OF SELLERS attached hereto.

Repurchase Transaction. (a) Each of the Sellers hereby agrees, severally and not jointly, to transfer, assign, sell, convey and deliver to the Company 100% of their right, title, and interest in and to the Repurchase Shares indicated on Schedule 1 hereto at a per share purchase price of $3.50 (the “Per Share Purchase Price”). (b) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place concurrently with the execution of this Agreement at the offices of the Company located in Seattle, Washington, or at such other time and place as may be agreed upon by the Company and the Sellers. (c) At the Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the applicable Repurchase Shares, as applicable, and the Company agrees to deliver to the applicable Seller the Per Share Purchase Price for each of the Repurchase Shares transferred by such Seller, or an aggregate purchase price of $4,349,734, by wire transfer of immediately available funds.

Repurchase Transaction. The Repurchase Transaction shall have been consummated with Perseus pursuant to Section 4.4.

Repurchase Transaction. The Company and the Sellers shall have simultaneously consummated the Repurchase Transaction in the manner set forth in Paragraph 1D above.

Repurchase Transaction. The Repurchase Transaction shall have been consummated with Perseus pursuant to Section 4.4 (provided that PhotoMedex, subject to Section 4.4, shall have satisfied all of its obligations under the Repurchase Right Agreement in order to consummate the Repurchase Transaction).

Repurchase Transaction. The Company and the Selling Stockholders shall have simultaneously consummated the Repurchase Transaction in the manner set forth in Paragraph 2C.

Repurchase Transaction. The Company will provide the Underwriters with all documents (if any) relating to the Repurchase Transaction. The Representative on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

Repurchase Transaction. Prior to or substantially concurrently with the closing in respect of the sale of the Securities to the Underwriters the Company shall consummate in all material respects transactions with certain beneficial owners of the Company’s existing Medium-Term Notes due 2017 (the “Existing Notes due 2017”) pursuant to which the Company will repurchase Existing Notes due 2017, and certain beneficial owners have agreed to purchase an amount of Notes, as described in the Disclosure Package and the Prospectus (the “Repurchase Transaction”). If any condition specified in this Section 5(I) is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.

Repurchase Transaction. In connection with the Merger and the other transactions contemplated by this Agreement, in the event that Parent delivers a written notice (the “Repurchase Transaction Notice”) to the Company no later than 5 Business Days prior to the Closing Date of its desire to consummate a repurchase offer, redemption or similar transaction, in each case in Parent’s sole discretion, with respect to any or all of the Senior Notes (any such transaction, a “Repurchase Transaction”), with such Repurchase Transaction Notice to include a description of the proposed terms, conditions and timing of such Repurchase Transaction, each of the Company, Parent and Merger Sub shall use their respective reasonable best efforts to, and will use their respective reasonable best efforts to cause their respective Subsidiaries and Representatives (and, in the case of the Company, the Trustee under the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as applicable) to, cooperate with one another in good faith to permit such Repurchase Transaction to be effected on such terms, conditions and timing as set forth in the Repurchase Transaction Notice (subject to applicable law and the terms and conditions under the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as applicable), including if so requested by Parent in the Repurchase Transaction Notice, causing such Repurchase Transaction to be consummated substantially concurrently with, but not prior to, the Closing, and the Company shall prepare and deliver, or cause to be delivered, any required documentation related thereto in form and substance reasonably satisfactory to Parent; it being understood that (i) in no event shall the Company be required to prepare or commence any documentation or action for any Repurchase Transaction that will result in such Repurchase Transaction being effective prior to the Effective Time or incur any cost or expense in connection with such Repurchase Transaction unless ▇▇▇▇▇▇ agrees to reimburse the Company for all costs and expenses incurred by the Company in connection therewith and (ii) any opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Repurchase Transaction shall be delivered by Parent and its ...