Share Buybacks Sample Clauses

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Share Buybacks. The Company shall not, without the prior written consent of the BAT Group Representative, acting reasonably, redeem, repurchase or otherwise acquire for cancellation, or offer to redeem, repurchase or otherwise acquire for cancellation, any Shares (a “Share Buyback”), where such Share Buyback would be reasonably likely to result in the BAT Group Permitted Holders beneficially owning and/or controlling, directly or indirectly, 49.9% or more of the voting rights attached to all of the issued and outstanding Shares.
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Share Buybacks. In the event of a Common Share buyback, whether pursuant to a redemption, purchase for cancellation, issuer bid or otherwise, Emera agrees to participate in same on terms identical to that offered to other shareholders such that it will not exceed the 25% Threshold after completion of such Common Share buyback.
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Share Buybacks. (a) From and after the Effective Date, in connection with any share repurchase program undertaken by the Company that the Company may initiate from time to time with respect to the Common Stock, including, but not limited to, accelerated share repurchase programs (any such share repurchase program, a “Share Repurchase Program”), then, subject to and pursuant to the terms of this Section 6 and the terms of this Agreement, the TAFE Parties shall sell their shares of Common Stock to the Company in a private transaction to the extent required in order to ensure that, (i) if the TAFE Parties’ aggregate beneficial ownership of Common Stock is at or below the Ownership Cap, the TAFE Parties’ aggregate beneficial ownership of Common Stock does not exceed the Ownership Cap, and (ii) if the TAFE Parties’ aggregate beneficial ownership of Common Stock exceeds the Ownership Cap as permitted by the terms of this Agreement, the TAFE Parties’ aggregate beneficial ownership of Common Stock remains at the percentage owned at the commencement of any share repurchase for the duration that such excess ownership is permitted by the terms of this Agreement, and thereafter, to the extent applicable, the TAFE Parties shall sell any Common Stock owned by them in excess of the Ownership Cap in accordance with Section 8(c). (b) The Company shall have the sole discretion to determine the timing, pricing and size of any repurchase of Common Stock by the Company, subject to applicable laws and regulations. To the extent the Company believes in good faith that the TAFE Parties will be required sell their shares of Common Stock pursuant to Section 6(a), the Company shall notify TAFE of the Company’s intention to commence a share repurchase, to the extent reasonably feasible, at least ten (10) business days before the repurchase period commences (the “Section 6 Initial Notice”), although the TAFE Parties acknowledge that share repurchases may be made on short notice without the opportunity for the Company to provide the Section 6 Initial Notice with ten (10) business days, in which case the Section 6 Initial Notice shall be delivered by the Company to TAFE as promptly as practicable. The Section 6 Initial Notice shall include (i) the number of shares of Common Stock outstanding as of the date of the notice, (ii) a brief description of the contemplated share repurchase(s), and (iii) the number of shares of Common Stock the Company believes the TAFE Parties will need to sell in accordance w...
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Related to Share Buybacks

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available. 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.