Common use of Exercise of Repurchase Rights Clause in Contracts

Exercise of Repurchase Rights. The Company may exercise its repurchase rights under this Section 1 by giving written notice (a "Repurchase Notice") to the Stockholder and the Escrow Holder, specifying the number of Repurchasable Shares that the Company desires to repurchase and setting a date (not later than 30 days after the date of such Repurchase Notice) for the closing of such repurchase. A Repurchase Notice may be given at any time within 90 days following the date of termination of the Stockholder's employment hereunder, whereupon, if such time period for giving such Repurchase Notice shall lapse without the Company having given such Repurchase Notice, the Repurchase Option shall automatically expire. Upon the giving of a Repurchase Notice, the Stockholder will be obligated to sell to the Company, and the Company will be obligated to purchase, the number of Repurchasable Shares specified in the Repurchase Notice, with the closing of the purchase and sale to take place at the principal office of the Company or its counsel on the date specified in the Repurchase Notice. At the closing, the Escrow Holder will deliver to the Company the certificates representing the Repurchasable Shares to be repurchased, together with duly executed stock powers sufficient effectively to transfer ownership of such Repurchasable Shares to the Company, free and clear of all liens, security interests, and other encumbrances, and the Company will pay for such Repurchasable Shares by check or wire transfer (and will issue to the Stockholder a new stock certificate representing any Restricted Shares represented by the certificate delivered to the Company that are not repurchased by the Company). In the event that the Company fails to give a Repurchase Notice or if the Repurchase Option expires unexercised, all of the then Repurchasable Shares shall automatically and without further action become Non-Repurchasable Shares.