Common use of Exercise of Repurchase Rights Clause in Contracts

Exercise of Repurchase Rights. (a) The Company may exercise its right to repurchase the Stock and the Option Stock in accordance with Sections 4.2(a), (b) or (d) at any time by giving written notice of such exercise to Purchaser (or his estate, if applicable) during the twelve (12) month period following the termination of Purchaser's employment. The Company's purchase of the Stock and the Option Stock in accordance with Section 4.2 (a), (b) or (d) shall be concluded within ninety (90) days after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (i) The Company may exercise its right to purchase the Stock and the Option Stock in accordance with Section 4.2(c) by giving written notice of such exercise to Purchaser (or his estate, if applicable) during the thirty (30) day period following the date of termination of Purchaser's employment. If the Company has elected to purchase the Stock and the Option Stock, the Company's purchase of the Stock and the Option Stock in accordance with Section 4.2(c) shall be concluded within ninety (90) days after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (ii) Purchaser may elect to require the Company to purchase the Stock and the Option Stock in accordance with Section 4.2(c) by giving written notice of such election to the Company during the thirty (30) day period following the date of termination of Purchaser's employment. If Purchaser has provided such notice, the Company's purchase of the Stock and the Option Stock in accordance with Section 4.2(c) shall be concluded within the twelve (12) month period after the date of such notice, at a closing at the Company's principal office, at a time and date designated by the Company upon three (3) business days prior notice to Purchaser (or his estate, if applicable). (c) At each such closing contemplated in this Section 4.3, (i) Purchaser (or his estate, if applicable) shall deliver all certificates evidencing the shares of Stock and the Option Stock, free and clear of any claim, lien or encumbrance, with stock powers duly executed, and Purchaser (or his estate, if applicable) shall indemnify and hold the Company harmless against any claims, liabilities or expenses with respect to Purchaser's (or his estate's) ownership of such shares, and (ii) the Company shall pay for the shares of Stock and Option Stock by cashier's check, certified check or money order.

Appears in 2 contracts

Sources: Loan Agreement (Opnet Technologies Inc), Stock Purchase and Option Agreement (Opnet Technologies Inc)