Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate. (c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased, (d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Campfire Inc), Non Qualified Stock Option Agreement (Campfire Inc), Non Qualified Stock Option Agreement (Campfire Inc)
Purchase Option. (a) If A total of 900,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason, or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, twenty (20%) of the Stock shall vest 12 months after October 20, 1998 (the "Vesting Commencement Date"), and one sixtith (1/60) of the Stock shall vest at the end of each month thereafter. Provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 60 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,
(d) To assure Company and the enforceability fair market value of the shares, as determined by the Board of Directors of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany the difference between the fair market value of the shares repurchased and the aggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 3 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) All of the Shares subject to this Agreement shall be subject to the Company’s right to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Grant Date. Until the Purchase Option lapses the Shares shall be referred to herein as “Unreleased Shares.”
(b) If Participant ceases to be a Service Provider for any reason, specified below, the Company or its assignee shall have the right and option to purchase from Participant (or Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows:
(i) your relationship with To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a Related Entity terminates for any reason result of Participant’s death, at any time or a purchase price equal to the Fair Market Value of such Shares as of the date of such termination;
(ii) To the extent vested as of the Separation Date, if a Change Participant ceases to be a Service Provider by reason of Control occurs, a termination of the Participant’s employment by the Company and/or its designeesfor Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and
(iii) shall have Notwithstanding the option (the "Purchase Option") to purchaseforegoing, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively Participant’s material breach of the terms of any agreement with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s)that is in effect on or after Participant’s Separation Date, all or any portion (including Section 8 hereof if applicable, at the Company's option) a purchase price equal to $0.01 per Share as of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of such breach, to the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination extent vested as of the Board of Directors of the Fair Market Value per share date of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebreach.
(c) The purchase price Company may exercise its Purchase Option by delivering, personally or by registered mail, to be paid for Participant (or his or her transferee or legal representative, as the Purchasable Shares purchased pursuant case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option shall be, in and setting forth a date for closing not later than thirty (30) days from the case mailing of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cashnotice. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after ’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,therefor.
(d) To assure At its option, the enforceability Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES’s office."
(e) The Company's rights under this Section 6 shall terminate upon Should any provision of the consummation Purchase Option be determined by a court of law to be ineffective or unenforceable, the Company reserves the right to delay exercise of such Purchase Option until such time as it becomes effective and enforceable; provided, however, that in any such event, the Company reserves the right to assign its right to purchase Shares hereunder to a Qualifying Public Offering Principal Investor (as such term is defined in the PlanStockholders’ Agreement).
(f) For purposes of this agreement:
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Chaparral Energy, Inc.), Restricted Stock Award Agreement (Chaparral Energy, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of CRT CAPITAL GROUP LLC (a) If “CRT”), as registered owner of this Purchase Option (i) your relationship with the Company or a Related Entity terminates for any reason this “Purchase Option”), to ADVANCED TECHNOLOGY ACQUISITION CORP. (“Company”), CRT is entitled, at any time or from time to time upon the later of (iia) a Change of Control occurs___________, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase2007, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Business Combination (“Commencement Date”), and at or before 5:00 p.m., Eastern Time, _____________, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 1,500,000 units (“Units”) of the Company, each Unit consisting of one share of common stock of the Company, par value $.0001 per share (“Common Stock”), and one warrant (“Warrant(s)”) expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the same as the warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Offering Warrants”), except that the warrants underlying the Units will expire five years from the Effective Date. If the Expiration Date is not a Business Day (as defined below), then this Purchase Option may be exercised on the next succeeding Business Day in accordance with the Plan)terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified.
Appears in 2 contracts
Sources: Purchase Option Agreement (Advanced Technology Acquisition Corp.), Purchase Option Agreement (Advanced Technology Acquisition Corp.)
Purchase Option. (a) If (i) your relationship in accordance with the Company or a Related Entity terminates for any reason at any time or (ii) a Change terms of Control occursthe Plan, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date the Purchase Option arises under the terms of the termination of your relationship or such Change of ControlPlan. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 65, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 2002 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Home Interiors & Gifts Inc), Non Qualified Stock Option Agreement (Home Interiors & Gifts Inc)
Purchase Option. (a) If A total of 1,500,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 187,500 shares shall vest on October 4, 2000 (the "Vesting Commencement Date"), and one forty-eighth (1/48) of the Stock shall vest monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the Stock, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Stock repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined in the Plan)case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with All of the Company or a Related Entity terminates for any reason at any time or (ii) a Change Stock shall be subject to the right and option of Control occurs, the Company and/or its designees) shall have Corporation to repurchase the option Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall cease to purchasebe employed by the Corporation before completion of any Purchaser's employment term with the Corporation (including a parent or subsidiary of the Corporation) for any reason, and if or no reason, with or without cause, excluding, death or temporary or permanent disability (the option is exercised"Termination"), you the Purchase Option shall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the terminated Purchaser or your executor his or her personal representative, as the administrator case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), a portion of your estate or the Person who acquired Stock computed as follows:
(i) If the Termination of any Purchaser giving rise to the right to exercise the Purchase Option by bequest for his or inheritance in her shares of Stock occurs on or prior to April 30, 2001 (the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee"Commencement Date"), the "Grantor")Purchase Option shall apply to 100% of the Stock of the terminated Purchaser.
(ii) shall sell If the Termination of any Purchaser giving rise to the Company and/or its assignee(s)right to exercise the Purchase Option occurs after the Commencement Date, all or any the Purchase Option shall apply to that portion (at the Company's option) of the Option Shares and/or terminated Purchaser's Stock which is a fraction of 100% of the Option held by Stock, the Grantor (such Option Shares numerator of which shall be a number equal to 61 minus the total number of calendar days elapsed from the Closing Date to the date of Termination, and Option collectively being referred to as the "Purchasable Shares")denominator of which shall be 61.
(b) The Company Within 90 days following a Termination, the Corporation shall give notify the terminated Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Stock pursuant to exercise of the Purchase Option within one Option. If the Corporation (1or its assignee) year from elects to purchase the Stock hereunder, it shall set a date for the closing of the termination of your relationship or transaction at a place and time specified by the Corporation, or, at Corporation's option, such Change of Control. Such notice shall state the number of Purchasable Shares to closing may be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(cconsummated by mail as provided in Section 9(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determinedhereof. At such closing, the Grantor Corporation (or its assignee) shall deliver tender payment for the Stock and the certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by deducting the value of employment service not performed or by cancellation of all or any outstanding indebtedness of Purchaser to the purchasers) the certificates Corporation or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate in cash or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESby check."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Employee Restricted Stock Purchase Agreement (J Bird Music Group LTD), Employee Restricted Stock Purchase Agreement (J Bird Music Group LTD)
Purchase Option. (a) If A total of 1,500,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, one eighth (1/8) of the Shares shall vest six months after March 10, 2000 (the "Vesting Commencement Date") and 1/48/th/ over a forty-two month period thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Plan)Acquiror, the Purchase Option
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If A total of 1,900,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason, or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, except as provided by Section 4(b) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, one forty-eighth (1/48) of the Stock shall vest at the end of each month after December 15, 1998 (the "Vesting Commencement Date"), provided that the Purchaser continues to be an employee, officer, or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,
(d) To assure Company and the enforceability fair market value of the shares, as determined by the Board of Directors of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany the difference between the fair market value of the shares repurchased and the aggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) a. The Shares shall have be subject to the option (the "Purchase Option") set forth in this Section 2. In the event that Grantor shall cease to purchasebe engaged, either as a consultant or as an employee, by the Company (including a parent or subsidiary of the Company) under the circumstances set forth in Section 2(b) of this Agreement (the "Section 2(b) Event"), the Company shall have the right, at any time within 90 days after the date Grantor ceases to be so engaged (the "Option Period"), to exercise the Purchase Option, which consists of the right to purchase from Grantor at a purchase price of $1.00 per share (as adjusted pursuant to Section 4 below) (the "Option Price"), up to but not exceeding the number of Shares specified in Section 2(b) below, upon the terms hereinafter set forth.
b. If any of the following items (i), (ii) or (iii) occurs:
i. Grantor repudiates or renounces that certain Employment Agreement between the Company and if Grantor (the option "Employment Agreement") or voluntarily ceases his engagement with the Company (other than by reason of death or disability) prior to the date 2 which is exercised18 months following the date of the successful completion of the IPO without the prior written consent of the Company; or
ii. Grantor's engagement by the Company under the Employment Agreement is terminated by the Company at any time prior to the date which is 18 months following the date of the successful completion of the IPO, you with "Cause," as defined in Section 6 of such Employment Agreement; prior to the occurrence of any Termination Event (or your executor or as defined in Section 9), then the administrator Company may exercise the Purchase Option at the Option Price as to the number of your estate or Shares determined as follows:
(A) Prior to the Person who acquired IPO, the Company may exercise the Purchase Option as to all of the Shares;
(B) Following the IPO, the Company may exercise the Purchase Option as to a number of Shares equal to the total number of Shares less an aggregate number of Shares equal to the product (rounded down to the nearest whole Share) of (i) 1/18 times (ii) the aggregate number of full calendar months following the IPO that Grantor has been engaged as an employee to the Company, times (iii) the total number of Shares (100) The Company shall not have the right to exercise the Purchase Option by bequest or inheritance in the event. of your death, or your legal representative in the event Grantor's employment by the Company under the Employment Agreement is terminated for death, disability, "without Cause" or for any other reason except as provided in Section 2(b) above.
c. The Purchase Option may be exercised by the Company by giving notice to the Grantor in accordance with Section 13.1 hereof stating that the Company has elected to acquire the Shares subject to the Purchase Option. Each sale and purchase in accordance with the rights so exercised shall be thereafter completed without avoidable delay by the transfer and assignment of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell Shares to the Company and/or its assignee(s), all or any portion (at the Company's option) and payment of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price Option Price shall be paid in cash. The closing of such purchase shall take place payable, at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability option of the Company's rights under , by cancellation of all or a portion of any outstanding indebtedness of the Grantor to the Company or by payment in cash (by check), or both.
d. Nothing in this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear affect in any manner whatsoever the right or power of the Company, or a conspicuous legend in substantially parent or subsidiary of the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall , to terminate upon Grantors' engagement with the consummation of a Qualifying Public Offering (Company, for any reason, with or without cause as defined provided in the Plan)applicable Employment Agreement.
Appears in 2 contracts
Sources: Stock Repurchase Agreement (Transcoastal Marine Services Inc), Stock Repurchase Agreement (Transcoastal Marine Services Inc)
Purchase Option. (a) If In the event that the Member ceases to provide services to the Company or any parent or subsidiary of the Company for any reason or no reason, with or without cause, after the completion of vesting of all or a portion of the Member Shares pursuant to this Agreement, the Company shall have the right and option (the “Purchase Option”) to purchase some or all of the Vested Shares (as defined below) from the Member, for a sum equal to the product of (i) your relationship with the Company or a Related Entity terminates for any reason at any time or Option Price (as defined below) and (ii) a Change the number of Control occurs, the Company and/or its designees) shall have the option Vested Shares to be purchased (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the “Aggregate Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"Price”).
(b) The Company shall give notice in writing may exercise the Purchase Option by delivering or mailing to the Grantor Member (or his estate in the event of his death), within 90 days after the Cessation of Services Date, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Vested Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.
(c) Within 10 days after delivery to the Member of the Company’s notice of the exercise of the Purchase Option within one pursuant to subsection (1b) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option Company shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant pay to the Purchase Member the Aggregate Option shall be, in the case of any Option Price for such Vested Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,.
(d) To assure On and after the enforceability Option Closing Date (as defined below), the Company shall not make any distribution to the Member on account of any Vested Shares or permit the Member to exercise any of the Company's privileges or rights under this Section 6of a member of the Company with respect to such Vested Shares, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend but shall, in substantially so far as permitted by law, treat the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany as the owner of such Vested Shares."
(e) The Option Price may be payable, at the option of the Company's rights under , in cancellation of all or a portion of any outstanding indebtedness of the Member to the Company or in cash (by check) or both.
(f) The Company may assign its Purchase Option to one or more persons or entities.
(g) For purposes of this Section 6 6, the following definitions shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).apply:
Appears in 2 contracts
Sources: Common Share Membership Agreement (Spark Therapeutics, Inc.), Common Share Membership Agreement (Spark Therapeutics, Inc.)
Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) through (g) below:
(a) If (i) your relationship the Employee’s active service with the Company or a Related Entity terminates Subsidiary is terminated by the Employee or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "“Purchase Option"”) to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's ’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "“Purchasable Shares"”).
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of Termination of Service of the termination of your relationship or such Change of ControlEmployee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in be the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's ’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure ensure the enforceability of the Company's ’s rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION ’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."”
(e) The Company's ’s rights under this Section 6 7 shall terminate upon the consummation of a Qualifying an Initial Public Offering (as defined in the Plan)Offering.
Appears in 2 contracts
Sources: Restricted Share Agreement (Validus Holdings LTD), Service Agreement (Validus Holdings LTD)
Purchase Option. (a) If A total of 150,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 37,500 of the Shares shall vest on December 6, 2000 (the "Vesting Commencement Date"), then one forty-eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Plan)Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the Acquiror during the first year of such service following the Acquisition, the portion of the Stock which would have vested absent such termination during the period through the second anniversary of the Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) If "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (i) your relationship with the Company or a Related Entity terminates for any reason "Company"), Holder is entitled, at any time or from time to time from the later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Commencement Date"), and at or before 5:00p.m., Eastern Time, ending on the earlier of (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] Units of the Company, as described in the Prospectus of the Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a Change of Control occursday on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company and/or its designees) shall have the option (the "agrees not to take any action that would terminate this Purchase Option") to purchase. This Purchase Option is initially exercisable at $12.50 per Unit; provided, and if however, that upon the option is exercised, you (or your executor or occurrence of any of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance events specified in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeSection 6 hereof, the "Grantor")) shall sell to the Company and/or its assignee(s)rights granted by this Purchase Option, all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of including the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state price per Unit and the number of Purchasable Shares Units to be purchased and the determination of the Board of Directors of the Fair Market Value per share of received upon such Purchasable Sharesexercise, shall be adjusted as therein specified. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option term "Exercise Price. The purchase " shall mean the initial exercise price shall be paid in cash. The closing of such purchase shall take place at or the Company's principal executive offices within ten (10) days after adjusted exercise price, depending on the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICEScontext."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Underwriting Agreement (Selway Capital Acquisition Corp.), Purchase Option Agreement (Selway Capital Acquisition Corp.)
Purchase Option. (a) If A total of 2,500,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor first day of each month following October 1, 1999 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such Purchasable Shares. termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If no notice Purchaser's position is given within eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the time limit specified aboveAcquiror, the Purchase Option shall terminate.
lapse with respect to all of the Stock; (ciii) The purchase price to be paid for If Purchaser's services as an employee, officer, consultant or member of the Purchasable Shares purchased pursuant to Board of Directors of the Purchase Option shall be, in Company is terminated by the case Acquiror during the first year of any Option Sharessuch service following the Acquisition, the Fair Market Value per share times the number of shares being purchased, and in the case portion of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option Stock which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).would have
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) If "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (i) your relationship with the Company or a Related Entity terminates for any reason "Company"), Holder is entitled, at any time or from time to time from the later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Commencement Date"), and at or before 5:00p.m., Eastern Time, ending on the earlier of (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 137,500 Units of the Company, as described in the Prospectus of the Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a Change of Control occursday on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company and/or its designees) shall have the option (the "agrees not to take any action that would terminate this Purchase Option") to purchase. This Purchase Option is initially exercisable at $12.50 per Unit; provided, and if however, that upon the option is exercised, you (or your executor or occurrence of any of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance events specified in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeSection 6 hereof, the "Grantor")) shall sell to the Company and/or its assignee(s)rights granted by this Purchase Option, all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of including the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state price per Unit and the number of Purchasable Shares Units to be purchased and the determination of the Board of Directors of the Fair Market Value per share of received upon such Purchasable Sharesexercise, shall be adjusted as therein specified. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option term "Exercise Price. The purchase " shall mean the initial exercise price shall be paid in cash. The closing of such purchase shall take place at or the Company's principal executive offices within ten (10) days after adjusted exercise price, depending on the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICEScontext."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Purchase Option Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Purchase Option. In the event that a Member or an assignee of a --------------- Member or an assignee thereof (areferred to in this Section 26(e) If (ias the "Transferor") your relationship with violates impermissibly the transfer restrictions set forth in this Agreement, withdraws without the consent of the Managing Members, assigns to one or more creditors, pledges, or otherwise directly or indirectly encumbers or hypothecates, all or any portion of such person's interest in the Company (the affected portion of such Member's interest in the Company is hereinafter referred to in this Section 26(e) as the "Option Interest"), whether such violation, withdrawal, assignment, gift, pledge, encumbrance or a Related Entity terminates for any reason at any time hypothecation is voluntary or (ii) a Change of Control occursinvoluntary, the Company and/or its designees) persons identified as Optionees below shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), acquire all or any portion (at the Company's option) of the Option Shares and/or Interest, including all or any portion of the Option held Interest which has been assigned or gifted to, or pledged or otherwise encumbered or hypothecated for the benefit of, a third party. Any third party who receives an interest in all or any portion of an Option Interest shall receive such interest subject to this Purchase Option. Provided, however, this Section 26(e) shall not apply and there is no Purchase Option created when such interest is (a) encumbered by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
an involuntary lien, (b) hypothecated with the consent of the Executive Committee or (c) hypothecated in connection with a Company loan which has been approved by the Executive Committee. The persons possessing the Purchase Option with respect to any impermissible transfer, withdrawal, assignment to one or more creditors, pledge, encumbrance or hypothecation of an interest in the Company shall give be all Members whose interests are not (in whole or in part) subject to this Purchase Option ("Optionees"). Each such Member shall have the right to purchase his or its Proportionate share of the Option Interest, and any portion of the Option Interest that one or more of such persons does not elect to purchase may be purchased by the other persons wishing to do so on a Proportionate basis (counting, for this purpose, only those persons interested in purchasing an additional portion of the Option Interest), and this process shall be repeated until elections have been received to purchase the entire Option Interest or until there is no further interest in purchasing any further portion of the Option Interest. The Purchase Option may be exercised at any time within sixty (60) days following the date on which each Member receives written notice in writing that such transfer, withdrawal, assignment, pledge, encumbrance or hypothecation has occurred, and the identity of each person holding all or a portion of the Option Interest. Each such Optionee wishing to exercise his or its Purchase Option may do so by providing written notice to the Grantor Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) within sixty (60) days following receipt of the notice referred to in the preceding sentence, which notice to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall state that the Purchase Option is being exercised and shall specify the portion of the Option Interest that he or it wishes to acquire pursuant to the Purchase Option. The Managing Members (or all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall then take all steps necessary or appropriate to reconcile the notices (so that all interested persons acquire only that portion of the Option Interest to which they are entitled) and, once such reconciliation has occurred, shall provide written notice to any or all third parties holding all or a portion of the Option Interest specifying that the Purchase Option has been exercised and the portion of the Option Interest held by each such third party that is to be acquired pursuant to exercise of the Purchase Option. Each electing Optionee shall pay to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non- Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) who shall then pay as nominee of such Optionee to the appropriate person or persons, the value of the portion of the Option Interest (determined as provided herein) in which such person(s) has (have) an interest. Such amount shall be paid via cash, one or more certified or cashier's checks or a combination of cash and one or more certified or cashier's checks. In the event that exercise of the Purchase Option, or the purchase of all or any portion of an Option Interest pursuant thereto, is delayed or stayed for any reason pursuant to judicial order or by operation of the United States bankruptcy laws or other applicable insolvency laws, each electing Optionee may elect not to proceed with purchase of all or any portion of the Option Interest or may, within sixty (60) days after the judicial order or the U.S. bankruptcy and/or insolvency laws is (are) no longer applicable, elect to proceed with the contemplated transaction. For purposes of determining the value of an interest in the Company being acquired pursuant to the Purchase Option, the value of the Assets shall first be determined pursuant to Section 11 hereof, and the value of the Transferor's entire interest in the Company shall be equal to the amount that the Transferor would have been entitled to receive pursuant to Section 12(c) hereof assuming a cash sale of the Assets for such value had occurred immediately prior to the occurrence of the event which triggered the Purchase Option. The value of each portion of the Option Interest being acquired pursuant to the Purchase Option shall be equal to the value of the Transferor's entire interest in the Company multiplied by the percentage interest represented by such interest being acquired pursuant to the exercise of the Purchase Option within one less an amount equal to any loss, damage, injury, cost, expense or other amount (1including attorney's fees) year from suffered by the date Company or the Members as a result of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination impermissible transfer of the Board of Directors of Option Interest by the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateTransferor.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Subordinated Note Purchase and Option Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)
Purchase Option. (a) If A total of 4,100,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason, or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, except as provided by Section 4(b) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, one forty-eighth (1/48) of the Stock shall vest at the end of each month after December 15, 1998 (the "Vesting Commencement Date"), provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,
(d) To assure Company and the enforceability fair market value of the shares, as determined by the Board of Directors of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany the difference between the fair market value of the shares repurchased and the aggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If A total of 800,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor first day of each month following October 1, 1999 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of such Purchasable Shares. If no notice is given within the time limit specified aboveAcquisition, the Purchase Option shall terminate.
(c) The purchase price Stock will vest only up to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of such termination date without any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case acceleration or continued vesting of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).Stock
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If A total of 1,350,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 337,500 of the Shares shall vest one year from December 6, 1999 (the "Vesting Commencement Date"), then one forty-eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined in the Plan)case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 2 contracts
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc), Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with In the event that on or prior to the fourth anniversary of the Closing Date, any Management Shareholder shall cease to be employed by the Company or a Related Entity terminates any of its Subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s or of its Subsidiaries’ normal retirement policies, resignation or termination by the Company or any of its Subsidiaries, as the case may be, with or without Cause), not including a leave of absence approved by the Company, such Management Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the Company’s designee, shall have the right and option at any time within 90 days after the later of the effective date of such termination o f employment (the “Termination Date”) or the date of the Company’s receipt of the aforesaid notice (iiwhich 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days), to purchase from such Management Shareholder, any or all of the Unvested Incentive Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a Change purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of Control occursits intention (or the intention of its designee, as applicable) to purchase Unvested Incentive Shares at any time not later than 90 days after the Termination Date (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no ev ent later than 180 days). The right of the Company (or its designee, as applicable) set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Unvested Incentive Shares (and the Unvested Incentive Shares of the persons or entities deemed to be included in the definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the “Purchase Option.”
(b) The Purchase Option shall be exercised by written notice to the terminated Management Shareholder signed by an officer of the Company on behalf of the Company. Such notice shall set forth the number of Unvested Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Unvested Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee good title to such of the Unvested Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities , claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designees) designee shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell deliver to the Company and/or its assignee(s), all or any portion (at seller the Company's option) full amount of the Option Shares and/or the Option held Purchase Price for such Securities in cash by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship certified or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebank cashier’s check.
(c) The purchase price “Option Purchase Price” for the Unvested Incentive Shares to be paid for the Purchasable Shares purchased from such Management Shareholder pursuant to the Purchase Option shall be, in equal the case price calculated as set forth below: Resignation or termination for any reason other than Cause Adjusted Cost Price Termination with Cause Lesser of any Option Shares, the Fair Market Value per share times or Adjusted Cost Price Notwithstanding anything to the number contrary contained herein, in connection with the exercise of shares being purchased, and in the case of the Optionany Purchase Option pursuant to Section 4.04, the Fair Market Value per share times Company may offset from the number Option Purchase Price paid to any Management Shareholder the aggregate amount of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing any outstanding principal and accrued but unpaid interest due on any indebtedness of such purchase shall take place at Management Shareholder to the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Shareholders Agreement (Quadrangle Gp Investors LLC)
Purchase Option. (a) If On the terms and subject to the conditions set forth in this Section 2.2, in connection with any Securities Sale, (i) your relationship each Specified Holder agrees, severally and not jointly, to offer to sell to the Company, at a purchase price per share determined in accordance with this Section 2.2, a number of Equity Securities determined by multiplying (A) the Company or a Related Entity terminates for any reason at any time or aggregate number of such Specified Holder’s Sold Securities by (B) 17.647% (the resulting number of securities, the “Offered Securities”) and (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. , and to the extent, that the Company shall exercise the election to purchase all or a portion of your deaththe Offered Securities as provided in this Section 2.2 (the “Purchase Option”), or your legal representative in the event of your incapacity (hereinaftereach Specified Holder agrees, collectively with such optioneeseverally and not jointly, the "Grantor")) shall to sell to the Company, and the Company and/or its assignee(s)agrees to purchase from each Specified Holder, all or any portion (at the Company's option) purchase price per share determined in accordance with this Section 2.2, that portion of the Option Shares and/or the Option held by the Grantor (Offered Securities as to which such Option Shares and Option collectively being referred to as the "Purchasable Shares")election shall have been exercised.
(b) The No later than two Business Days prior to the date on which a Specified Holder proposes to consummate a Securities Sale, such Specified Holder shall deliver a written notice (a “Sale Notice”) to the Company and Silver Lake stating the terms and conditions of such proposed Securities Sale, including (i) such Specified Holder’s bona fide intention to effect the Securities Sale; (ii) the name of any purchaser or transferee of such Equity Securities, if known; (iii) the number of Equity Securities that such Specified Holder proposes to Transfer; (iv) the expected date of consummation of the Securities Sale; and (v) the terms and conditions of such proposed Transfer, if known.
(c) In the event a Secondary Sale is actually consummated, each Specified Holder participating in such Secondary Sale shall promptly deliver a written notice to the Company and Silver Lake following the consummation of such Secondary Sale (and in any event within two Business Days after such consummation) (such notice, the “Secondary Sale Consummation Notice”) and the Company shall give have the right, but not the obligation, to purchase from each Specified Holder participating in such Secondary Sale, by delivery of written notice in writing to such Specified Holder no later than two Business Days following receipt of the Secondary Sale Consummation Notice (such two Business Day period, a “Secondary Option Election Period”), such number of Offered Securities related to such Secondary Sale at the same price per share (net of any fees (including underwriting fees) or commissions that would have otherwise been deducted from such price before being remitted to the Grantor Specified Holder in connection with such Securities Sale) as the price per share of the Sold Securities subject to such Secondary Sale (such price per share, the “Secondary Sale Price”); provided, that if the Sold Securities were sold at multiple prices in such Secondary Sale, the Secondary Sale Price shall be the weighted average sale price of such Sold Securities. A Secondary Sale may be effected in a single transaction or in a series of transactions occurring within no more than a 20 Business Day period. If a Secondary Sale is effected in a series of transactions, each Specified Holder participating in such Secondary Sale shall deliver a single Secondary Sale Consummation Notice after completion of the final sale in such series of transactions. If neither the Company nor any assignee thereof exercises the Purchase Option under this Section 2.2(c), then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a Secondary Sale for a ten Business Day period following the expiration of the Secondary Option Election Period at a price per share no lower than (without the prior written consent of the Company or such assignee) the Secondary Sale Price. If the Specified Holder does not Transfer such Offered Securities within such ten Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder.
(d) In the event a DIK Sale is actually consummated, each Specified Holder participating in such DIK Sale shall promptly deliver a written notice to the Company and Silver Lake following the consummation of such DIK Sale (and in any event within one Business Day after such consummation) (such notice, the “DIK Sale Consummation Notice”) and the Company shall have the right, but not the obligation, to purchase from each Specified Holder, by delivery of written notice to such Specified Holder no later than the fifth trading day following receipt of the DIK Sale Consummation Notice (such five trading day period, a “DIK Option Election Period”), such number of Offered Securities related to such DIK Sale at a price per share of the Sold Securities subject to such DIK Sale equal to the volume weighted average of the trading price of one share of Common Stock on NASDAQ (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Company and such Specified Holder in good faith) over the four consecutive trading day period beginning on (and including) the date on which such DIK Sale is consummated (such price per share, the “DIK Sale Price”). If neither the Company nor any assignee thereof exercises the Purchase Option under this Section 2.2(d), then such Specified Holder shall have the right to Transfer the Offered Securities pursuant to a DIK Sale for a five Business Day period following the expiration of the DIK Option Election Period. If the Specified Holder does not Transfer such Offered Securities within such five Business Day period, then such Specified Holder shall be required to comply with the terms of this Section 2.2 in any subsequent Transfer of such Offered Securities by such Specified Holder.
(e) Payment for any Offered Securities in respect of which the Company or its assignee exercises the Purchase Option set forth in this Section 2.2 shall be made in cash by, at the option of the applicable Specified Holder, check or wire transfer to such Specified Holder upon delivery of the Offered Securities acquired pursuant to such exercise of the Purchase Option within one (1) year set forth in this Section 2.2 to the Company or its assignee, as applicable. Payment for and delivery of such Offered Securities may occur up to 10 Business Days following the exercise of such Purchase Option; provided that, in the event that payment and delivery occurs after the second Business Day following such exercise, interest shall start accruing from and after the third Business Day following such exercise on the aggregate purchase price at a rate of 8.00% per annum to, but excluding, the date of payment.
(f) Each Specified Holder represents and warrants, severally and not jointly, that it is a sophisticated investor and knows that the termination Company or the assignee, as the case may be, may from time to time, including at the time of your relationship any exercise of rights set forth in Section 2.2, be in possession of material, nonpublic information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to its decision to sell the Offered Securities or otherwise materially adverse to its interests, and agrees that the Company or assignee, as the case may be, shall have no obligation to disclose such Change information or any other information to it. Each of Controlthe Specified Holders, severally and not jointly, hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it has or may have against the Company or its assignee, as applicable, and their respective affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of any information in connection with the sale of Offered Securities pursuant to the exercise of rights set forth in this Section 2.2. Such notice shall state Each Specified Holder further agrees, severally and not jointly, that to the number of Purchasable Shares extent requested by the Company or its assignee to be purchased confirmed in writing at the time of the exercise of its rights set forth in this Section 2.2 or at the settlement of any sale pursuant to such exercise, it shall make such customary “big boy” representations and warranties to, and agreements with, the Company or its assignee, including (i) such representations, warranties and agreements as set forth in the two preceding sentences and (ii) that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Offered Securities.
(g) Notwithstanding anything to the contrary set forth in this Agreement, the provisions of this Section 2.2 shall terminate with respect to any Specified Holder at such time as such Specified Holder, together with its Affiliates, ceases to hold Equity Securities representing at least 50,000 shares of Common Stock; provided that, if this Section 2.2 remains in effect with respect to a Specified Holder immediately prior to a Securities Sale (including a Secondary Sale effected in a series of transactions over multiple days) by such Specified Holder, the provisions of this Section 2.2 shall continue to apply with respect to such Securities Sale, notwithstanding that such Specified Holder, together with its Affiliates, may hold less than 50,000 shares of Common Stock immediately following such Securities Sale.
(h) The exercise or non-exercise by the Company or its assignee of its rights set forth in this Section 2.2 shall not adversely affect its rights to exercise such rights in connection with any subsequent Securities Sale by a Specified Holder pursuant to this Section 2.2.
(i) Each party hereto hereby agrees to and shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other customary agreements, certificates, instruments and documents, as another party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Section 2.2 and the determination consummation of the Board transactions contemplated hereby.
(j) If a Specified Holder proposes to consummate a Secondary Sale pursuant to Section 2.3, then, notwithstanding the foregoing provisions of Directors of Section 2.2(b), the Fair Market Value per share of such Purchasable Shares. If no notice is given within reference in Section 2.2(b) to “two Business Days” shall be deemed to be “one Business Day.”
(k) In the time limit specified above, event that the Company declines to exercise in full the Purchase Option shall terminate.
for any Securities Sale (c) The purchase price the Offered Securities with respect to be paid for which the Purchasable Shares purchased pursuant to Company does not exercise the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times “Unexercised Securities”), the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of Company may assign such purchase shall take place at right to one or more members of the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver Silver Lake Group with respect to the purchasers) Unexercised Securities for such Securities Sale. In such case, each Specified Holder shall comply with the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability provisions of this Section 2.2 for such Securities Sale as if such member of the Company's rights under this Section 6Silver Lake Group were the Company hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESmutatis mutandis."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If A total of 1,000,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 9/48 of the shares shall vest on April 10, 2001 (the "Vesting Commencement Date"), and one forty-eighth (1/48) of the Stock shall vest monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the Stock, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Stock repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined in the Plan).case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If All of the Stock shall be subject to the right and option of the Corporation to repurchase the Stock (ithe “Purchase Option”) your relationship with as set forth in this Section 3. In the Company event Purchaser shall cease to be employed by the Corporation (including a parent or a Related Entity terminates subsidiary of the Corporation) for any reason at any time other than death or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option Disability (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor"“Termination”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
come into effect. Following a Termination for any reason other than death or Disability, the Corporation shall have the right, as provided in subparagraph (cb) The hereof, to purchase price to be paid for from the Purchasable Shares purchased pursuant to Purchaser or his or her personal representative, as the Purchase Option shall case may be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determinedper share originally paid as set forth in Section 1 hereof (the “Option Price”), a portion of the Stock computed as follows: If the Termination Occurs: Percentage of Stock Subject to Purchase Option Prior to January 1, 20[ ] 100.00 Between January 1, 20[ ] and January 1, 20[ ] 75.00 Between January 1, 20[ ] and January 1, 20[ ] 50.00 Between January 1, 20[ ] and January 1, 20[ ] 25.00
(b) Within 90 days following a Termination for any reason other than death or Disability, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 10(c), as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option. If the Corporation (or its assignee) elects to purchase the Stock hereunder, it shall set a date for the closing of the transaction at a place and time specified by the Corporation, or, at the Corporation's option, such closing may be consummated by mail as provided in Section 10(c) hereof. At such closing, the Grantor Corporation (or its assignee) shall deliver tender payment for the Stock and the shares of Stock so purchased shall be returned to the purchasers) the certificates status of authorized but unissued shares. The Option Price shall be payable in cash or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESby check."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Redwood Trust Inc)
Purchase Option. (a) If A total of 4,500,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 1,125,000 of the Shares shall vest one year from November 1, 1999, (the "Vesting Commencement Date"), then one forty- eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition. In the event of any Acquisition prior to November 1, 2000, then there will be an immediate acceleration of vesting of the Stock until November 1, 2000, and provisions (i), (ii), (iii) and (iv) of this Section 63 above will be interpreted "as if" any such Acquisition had occurred on November 1, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES2000."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with In the event that the Participant ceases to be employed by the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursno reason, with or without cause, prior to October 6, 2007, the Company and/or its designees) shall have the right and option (the "“Purchase Option"”) to purchasepurchase from the Participant, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right for a sum equal to exercise the Option by bequest or inheritance in the event. of your deathPrice per share, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell any shares then subject to the Company and/or its assignee(s)Purchase Option. All of the Shares shall be subject to the Purchase Option prior to October 6, all or any portion 2004. On October 6, 2004, one-fourth (l/4th) of such Shares will no longer be subject to the Purchase Option and at the Company's optionend of each full month thereafter, one forty-eighth (l/48th) of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares and/or are no longer subject to the Purchase Option. The Shares that are subject to the Purchase Option held by the Grantor (such Option Shares and Option collectively being are referred to hereon as the "Purchasable “Unvested Shares")” and the Shares that are no longer subject to the Purchase Option are referred to hereby as the “Vested Shares.”
(b) The Notwithstanding paragraph (a) above, in the event that the Participant’s employment is terminated by the Company shall give notice in writing without Cause (as defined below) or the Participant resigns for Good Reason (as defined below), then, subject to the Grantor Participant entering into a severance agreement and general release of claims, in a form acceptable to the exercise Company,, the Participant shall be deemed to have completed an additional six (6) months of the Purchase Option within one (1) year from the date employment for purposes of the termination of your relationship or such Change of Control. Such notice shall state calculating the number of Purchasable Shares that remain subject to the Purchase Option.
(c) As used herein, “Cause” for termination shall be purchased and the determination of deemed to exist upon (a) good faith finding by the Board of Directors of the Fair Market Value per share Company of such Purchasable Shares. If no notice is given within (i) failure of the time limit specified above, Participant to perform his material duties as an employee of the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant Company in a manner acceptable to the Purchase Option shall beCompany, in the case which failure continues for a period of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten more than thirty (1030) days after the purchase price Company has provided the Participant with notice thereof has been determined. At provided to you in writing by the Company, setting forth in reasonable detail the nature of such closing, the Grantor shall deliver to the purchasersfailure or (ii) the certificates commission by the Participant of acts of dishonesty; gross negligence or instruments evidencing misconduct; or (b) the Purchasable Shares being purchased,conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any felony or any crime involving extortion, dishonesty, or theft.
(d) To assure As used herein, “Good Reason” for resignation shall be deemed to exist if the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject Participant resigns due to this Option Agreement shall bear (a) a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined material diminution in the Plan)Participant’s job responsibilities or titles or (b) the Company materially breaching an employment contract with the Participant, including the Offer Letter between the Company and the Participant dated August 19, 2003.
Appears in 1 contract
Sources: Restricted Stock Agreement (Infinity Pharmaceuticals, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of ▇▇▇▇▇ & Company Securities, as registered owner of this Unit Purchase Option (a) If the “Holder” and, together with all other holders of any portion of this Unit Purchase Option (i) your relationship with as the Company or context herein requires, the “Holders”), to AUSTRALIA ACQUISITION CORP., a Related Entity terminates for any reason company formed under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time after the closing of the Offering (iias defined below) a Change of Control occurs, and during the Company and/or its designees) shall have the option period commencing (the "Purchase Option"“Commencement Date”) to purchase, and if on the option is exercised, you later of: (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")i) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering Business Transaction and (ii) twelve months following the Effective Date (defined below), and expiring at or before 5:00 p.m., New York City local time, ________ __, 2015 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Eight Hundred Thousand (800,000) units (the “Units”) of the Company, each Unit consisting of one ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), and one warrant (the “Warrant”) to purchase one Ordinary Share expiring five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Each Warrant is on the same terms and conditions as defined the Warrants underlying the Units being registered for sale to the public by way of the Registration Statement except that the Warrants underlying the Units shall expire five years from the Effective Date and the Warrants sold in the PlanOffering shall expire from the consummation of an initial Business Transaction. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $15.00 per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option.
Appears in 1 contract
Sources: Purchase Option Agreement (Australia Acquisition Corp)
Purchase Option. (a) If In the event that any Management Shareholder shall cease to be employed by or in the service of the Company or any of its Subsidiaries due to (i) your relationship with the Company death, disability, retirement, or a Related Entity terminates for any reason at any time voluntary resignation or (ii) a Change of Control occurstermination with Cause, the Company and/or its designees) shall have the option right and option, at any time within the 90-day period (the "Purchase Option"“Option Period”) after the effective date of such termination of employment (the “Termination Date”) or, if later, the exercise date for the options under which such Option Shares are acquired (which Option Period shall be extended if such transaction is subject to purchaseregulatory approval until the expiration of five Business Days after all such approvals have been received, and if but in no event later than 180 days after the option is exercised, you (or your executor or the administrator commencement of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(sPeriod), to purchase from such Management Shareholder all or any portion (at the Company's option) of the Option Shares and/or then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option held by the Grantor Purchase Price (such Option Shares and Option collectively being referred to as the "Purchasable Shares"defined below).
(b) . The Company shall give notice in writing to the Grantor Management Shareholder of its intention to purchase the Option Shares at any time not later than the end of the exercise Option Period (which period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Purchase Option within one (1) year from the date Period). The right of the termination Company set forth in this Section 4.06 to purchase a Management Shareholder’s Option Shares is hereinafter referred to as the “Purchase Option”. For the avoidance of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified abovedoubt, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant not apply to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation termination of a Qualifying Public Offering Management Shareholder’s employment with the Company or any Subsidiary (as defined in x) by the Plan).Company other than for Cause or (y) by either ▇▇. ▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇, or any other Management Shareholder with an employment agreement or option award agreement that defines “good reason”, for Good Reason 32
Appears in 1 contract
Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) through (g) below:
(a) If (i) your relationship the Employee's active service with the Company or a Related Entity terminates Subsidiary is terminated by the Employee or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of Termination of Service of the termination of your relationship or such Change of ControlEmployee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in be the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing <PAGE> -4- shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure ensure the enforceability of the Company's rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 7 shall terminate upon the consummation of an Initial Public Offering. (f) "Book Value" shall mean the book value of a Qualifying Public Offering Share at the end of the fiscal quarter in which the termination of active service occurs, as determined on a fully diluted basis by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. (as defined g) "Grantor" shall mean, collectively, the Employee, the Employee's assignee, the executor or the administrator of the Employee's estate in the Plan)event of the Employee's death, and the Employee's legal representative in the event of the Employee's incapacity.
Appears in 1 contract
Sources: Restricted Share Agreement
Purchase Option. So long as Tenant is not then in default under the terms of this Lease, Tenant (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designeesaffiliate) shall have the option to purchase the Project, along with the associated land and improvements (the "“Purchase Option"”), during the following periods of the Lease Term and for the applicable purchase price indicated:
1) Tenant shall not have a right to purchaseacquire the Project under the Purchase Option prior to May 31, 2016.
2) If Tenant closes on the acquisition of the Project between June 1, 2016 and if August 31, 2016, then the option is exercisedpurchase price shall be $2,225,000.00.
3) If Tenant closes on the acquisition of the Project between September 1, you 2016 and May 31, 2017, then the purchase price shall be $2,275,000.00.
4) If Tenant closes on the acquisition of the Project between June 1, 2017 and May 31, 2018, then the purchase price shall be $2,325,000.00. If Tenant (or your executor or its affiliate) fails to close on the administrator purchase of your estate or the Person who acquired the right to Project by May 31, 2018, then this Purchase Option shall automatically terminate and have no further force nor effect. Tenant shall exercise the Option to Purchase by bequest or inheritance in providing written notice to Landlord thereof (the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s“Exercise Notice”), all or any portion which Exercise Notice shall include Tenant’s desired closing date (at the Company's option“Closing Date”), which Closing Date shall be not earlier than fifteen (15) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from days following the date of the termination Exercise Notice. If Tenant (or its affiliate) exercises its Option to Purchase, then the terms of your relationship the purchase and sale shall be as follows: (i) the purchase price for the Project shall be the applicable purchase price set forth above, and shall be payable in cash at the closing of the acquisition of the Project by Tenant (or such Change of Control. Such notice its affiliate) (the “Closing”); (ii) the Closing shall state the number of Purchasable Shares to be purchased occur at and the determination owner’s policy of title insurance shall be issued by, Chicago Title Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇-▇▇.▇▇▇ (the “Title Company”); (iii) all costs at Closing will be borne by Tenant, except that Landlord will pay for any real estate commissions incurred by it through separate commission agreements, the cost of the Board standard owner’s policy of Directors title insurance issued by the Title Company, and one-half of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid escrow fees for the Purchasable Shares purchased pursuant Title Company; (iv) Tenant shall pay to Landlord any final rent then due; (v) at the Closing, Landlord shall execute and deliver a special warranty deed in the form of Exhibit D-1 attached hereto and incorporated herein and subject only to the Purchase Option shall be, exceptions expressly set forth in the case title commitment issued by the Title Company, which title commitment will be procured by Tenant and delivered to Landlord prior to the Closing; (vi) at the Closing, Landlord shall also execute and deliver (a) a standard ▇▇▇▇ of any Option Sharessale (conveying tangible personal property) and assignment of intangible property (conveying intangible personal property), the Fair Market Value per share times the number of shares being purchasedboth without warranty, and in forms attached hereto as Exhibit D-2 and (b) a standard owner’s affidavit and other documentation requested by the case Title Company. Landlord shall not be required to provide a prorated credit for any taxes or other items typically prorated at closing if such items are already the responsibility of the Option, the Fair Market Value per share times the number Tenant to pay as part of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESTenant’s Lease obligations."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Lease Agreement (EVO Transportation & Energy Services, Inc.)
Purchase Option. (a) If (i) your relationship with Upon the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursGrantee’s Termination Date, the Company and/or Company, or its designees) assignee, shall have the option right, but not the obligation, to purchase from Grantee, or Grantee’s personal representative, as the case may be, any or all of the shares of Stock which have been purchased by Grantee pursuant to exercise of the Option, on the terms set forth herein (the "“Purchase Option") ”). Notwithstanding the foregoing and anything contained herein to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneecontrary, the "Grantor")) Company’s Purchase Option pursuant to this Section 5 shall sell to expire upon the Company and/or its assignee(s), all or any portion (at consummation of the first firmly underwritten public offering of the Company's option) of ’s Common Stock pursuant to an effective registration statement filed under the Option Shares and/or the Option held by the Grantor Securities Act (such Option Shares and Option collectively being referred to as the "Purchasable Shares"an “IPO”).
(b) The Company shall give may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the case may be), within ninety (90) days following ▇▇▇▇▇▇▇’s Termination Date, or if later, ninety (90) days after the date Grantee exercises such Option, a notice in writing indicating the Company’s intention to the Grantor of the exercise of the Purchase Option within one and setting forth a date for closing not later than thirty (130) year days from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share mailing of such Purchasable Shares. notice, at a purchase price determined in accordance with subparagraph 5(b)(i) or (ii) below, as applicable:
(i) If no notice ▇▇▇▇▇▇▇’s Termination Date is given within the time limit specified abovedue to any circumstances not described in Section 5(b)(ii), the Purchase Option shall terminate.
(c) The purchase price to be paid by the Company for shares of Stock to be purchased by the Purchasable Shares purchased Company pursuant to the Purchase Option this Section 5(b) shall be, in the case of any Option Shares, be the Fair Market Value per share times of such shares as of Grantee’s Termination Date.
(ii) If ▇▇▇▇▇▇▇’s Termination Date is due to the number termination of Grantee’s employment by the Company or an Affiliate for Cause, the purchase price to be paid by the Company for shares being purchased, and in of Stock pursuant to this Section 5(b) shall be the case of the Option, lesser of: (A) the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten shares on Grantee’s Termination Date and (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasersB) the certificates or instruments evidencing original Exercise Price stated on the Purchasable Shares being purchased,
(d) To assure the enforceability first page of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAgreement."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Stock Option Agreement (Nivalis Therapeutics, Inc.)
Purchase Option. (a) If A total of 550,500 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason, or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, except as provided by Section 4(b) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by, consultancy with, or other service to the Company, one forty-eighth (1/48) of the Stock shall vest at the end, of each month after December 15, 1998 (the "Vesting Commencement Date"), provided that the Purchaser continues to be an employee, officer, or consultant of the Company until 48 months after the Vesting Commencement Date, when all of the Stock purchased hereunder shall be vested.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,
(d) To assure Company and the enforceability fair market value of the shares, as determined by the Board of Directors of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany the difference between the fair market value of the shares repurchased and the aggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control Controls occurs, the Company and/or its designees) designees shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"), subject to the Company's compliance with the conditions hereinafter set forth.
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver or shall cause to be delivered to the purchasers) purchasers the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 67, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.":
(e) The Company's rights under this Section 6 7 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan)Offering.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Capstar Broadcasting Partners Inc)
Purchase Option. (a) If (i) your relationship with The Stock shall be subject to the Company or a Related Entity terminates for any reason at any time or (ii) a Change right and option of Control occurs, the Company and/or its designees) shall have Corporation to repurchase the option Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall cease to purchasebe employed by the Corporation (including a parent or subsidiary of the Corporation) for any reason, and if or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the option is exercised"Termination"), you the Purchase Option shall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or your executor his or her personal representative, as the administrator of your estate or case may be, at the Person who acquired purchase price per share originally paid as set forth in Section 1 hereof (the "Option Price"), the Stock as follows:
(i) If the Termination giving rise to the right to exercise the Purchase Option by bequest occurs on or inheritance in prior to the event. closing of your death, or your legal representative in a registered public offering of the event of your incapacity Corporation's Common Stock (hereinafter, collectively with such optioneethe "Commencement Date"), the "Grantor")Purchase Option shall apply to 60,000 shares of the Stock.
(ii) shall sell If the Termination giving rise to the Company and/or its assignee(s)right to exercise the Purchase Option occurs within thirty six months after the Commencement Date, all or any portion (at the Company's option) Purchase Option shall apply to 20,000 shares of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Stock.
(b) The Company Within 180 days following a Termination, the Corporation shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Stock pursuant to exercise of the Purchase Option within one Option. If the Corporation (1or its assignee) year from elects to purchase the Stock hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased Stock and the determination certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Board Corporation, by cancellation of Directors all or any outstanding indebtedness of Purchaser to the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateCorporation or in cash or by check.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option referenced in Section 3(a)(i) shall be, in expire and shall be of no effect for 40,000 shares of the case Stock upon the occurrence of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten following:
(10i) days one year after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchaseddate of this Agreement,
(dii) To assure a change of control of the enforceability Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the holders of any of the Company's rights under securities as of the date of this Section 6Agreement, each certificate is or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially becomes the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering beneficial owner (as defined in Rule 13d-3 promulgated under the PlanExchange Act) directly or indirectly of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the exercise of all outstanding options and all other securities which are convertible to voting securities), or
(iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Nationwide Electric Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner (athe “Holder”) If of this purchase option (i) your relationship with this “Purchase Option”), to Bison Capital Acquisition Corp. (the Company or a Related Entity terminates for any reason “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (ii“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Change Business Combination, and one-half of Control occursone warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company and/or its designees) shall have agrees not to take any action that would terminate the option (the "Purchase Option") to purchase. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, and if however, that upon the option is exercised, you (or your executor or occurrence of any of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance events specified in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeSection 6 hereof, the "Grantor")) shall sell to the Company and/or its assignee(s)rights granted by this Purchase Option, all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of including the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state price per Unit and the number of Purchasable Shares Units (and Ordinary Shares, Rights and Warrants) to be purchased and the determination of the Board of Directors of the Fair Market Value per share of received upon such Purchasable Shares. If no notice is given within the time limit specified aboveexercise, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Priceadjusted as therein specified. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).term “
Appears in 1 contract
Sources: Purchase Option Agreement (Bison Capital Acquisition Corp.)
Purchase Option. (a) If (i) your relationship with a. The parties acknowledge that the Employee is the owner of 1,000,000 shares of the common stock of the Company (the "Stock"). The Employee agrees that, in the event the Employee ceases to be continuously employed by the Company, or a Related Entity terminates parent or subsidiary of the Company, for any reason at any time reason, with or (ii) a Change of Control occursWithout Cause, the Company and/or its designees) shall have the an option (the "Purchase Option") to purchaserepurchase from the Employee up to 80% of the shares of Stock now owned by the Employee (800,000 shares), and if as more fully described below. The number of shares of Stock subject to the option is exercisedPurchase Option shall decrease from month to month during the term of this Agreement as set forth below in subsection (b) of this Section 6. For the purposes of this Section 6, you Employee's "continuous employment" shall cease when Employee ceases to be actively employed by the Company or a parent or subsidiary of the Company. A leave of absence (or your executor or regardless of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")reason therefor) shall sell be deemed to constitute the cessation of Employee's active employment unless such leave is authorized by the Company and/or its assignee(s), all in writing and Employee returns to work within the time specified in such authorization or in any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being amendment thereto. The date when continuous employment ceases is hereinafter referred to as the "Purchasable Shares")Termination Date.
(b) The Company shall give notice in writing b. For so long as the Employee remains continuously employed by the Company, and subject to the Grantor provisions of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified aboveSection 8 herein, the Purchase Option shall terminate.
lapse and no longer be exercisable in monthly allotments, as equal in amount as is possible, over a period of forty-eight (c48) The purchase price months. Accordingly, for so long as the Employee remains continuously employed by the Company and subject to the provisions of Section 8 herein, (i) the Purchase Option shall lapse and no longer be paid exercisable as to 16,667 shares of Stock (as adjusted for any stock splits, combinations, recapitalizations and the Purchasable Shares purchased pursuant like with respect to the outstanding shares of capital stock of the Company) on the first day of each month commencing September 1, 1997 and continuing thereafter through August 1, 2001, and (ii) the Purchase Option shall lapse and no longer be exercisable as to the final 16,651 shares of Stock (as adjusted for any stock splits, combinations, recapitalizations and the like with respect to the outstanding shares of capital stock of the Company) subject to the Purchase Option on September 1, 2001. The death of the Employee and a Change in Control shall be deemed to constitute events resulting in the cessation of continuous employment of the Employee for purposes of this Section 6. In the event of the death of the Employee or a Change in Control prior to any other Termination Date, the Purchase Option shall lapse and no longer be exercisable as to 50% of the shares of Stock which remain subject to the Purchase Option as of the date of Employee's death or the Change in Control, as the case may be; PROVIDED, HOWEVER, upon a Change in Control, in the case event that the Employee is not offered a position to remain with the Company (or the successor thereto) at a level of any Option Sharesresponsibility (with respect to the business conducted by the Company) and compensation that is equivalent to or greater than the level of responsibility and compensation of Employee with the Company immediately prior to the Change in Control, the Fair Market Value per share times Purchase Option shall fully lapse and shall no longer be exercisable as to the number of shares being purchased, and in the case remainder of the shares of Stock which remain subject to the Purchase Option as of the date of the Change in Control.
c. The Purchase Option, if exercised by the Fair Market Value per share times Company, shall be exercised by written notice signed by an officer of the number Company and delivered to Employee within sixty (60) days of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise PriceTermination Date. The purchase price for the shares of Stock which are subject to the Purchase Option, which shall be paid specified in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability written notice of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject Company to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).Employee,
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with All of the Company or a Related Entity terminates for any reason at any time or (ii) a Change Stock shall be subject to the right and option of Control occurs, the Company and/or its designees) shall have Corporation to repurchase the option Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchasethe closing of a registered public offering of the Corporation's Common Stock, and if cease to be employed by the option is exercised, you Corporation (including a parent or your executor or subsidiary of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathCorporation) for any reason, or your legal representative in no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the event of your incapacity (hereinafter, collectively with such optionee"Termination"), the Purchase Option shall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "GrantorOption Price")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Stock.
(b) The Company Within 180 days following a Termination, the Corporation shall give notify Purchaser by written notice delivered or mailed as provided in writing Section 9(c), as to whether it wishes to purchase the Grantor of the Stock pursuant to exercise of the Purchase Option within one Option. If the Corporation (1or its assignee) year from elects to purchase the Stock hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased Stock and the determination certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Board Corporation, by cancellation of Directors all or any outstanding indebtedness of Purchaser to the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateCorporation or in cash or by check.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, also apply in the case event immediately after the closing of any the initial registered public offering of the Corporation's Common Stock (the "Closing"), the Corporation shall have outstanding less than 9,000,000 shares of its Common Stock (calculated on a fully diluted basis) (the "Outstanding Shares"). In that event, the Corporation shall have the option to purchase, at the Option Price, a portion of the Stock so that, after the purchase, the Purchaser (including all permitted transferees) has Stock equal to 1% (rounded to the nearest whole share) of the Outstanding Shares (such portion being defined as the "Excess Shares"). Within ten days following Closing, the Corporation shall notify Purchaser by written notice delivered or mailed as provided in Section 9(c), as to whether it wishes to purchase the Excess Shares, and shall set a date for the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optionpurchase (not later than thirty days following Closing) at a place and time specified by the Corporation, the Fair Market Value per share times the number of Vested Shares subject to or, at Corporation's option, such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall closing may be paid by mail as provided in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10Section 9(c) days after the purchase price has been determined. At such closing, the Grantor Corporation (or its assignee) shall deliver tender payment for the Excess Shares and the certificates representing the Excess Shares so purchased shall be cancelled. The Option Price shall be payable, at the option of the Corporation, by cancellation of all or any outstanding indebtedness of Purchaser to the purchasers) the certificates Corporation or instruments evidencing the Purchasable Shares being purchased,in cash or by check.
(d) To assure The Purchase Option shall expire and shall be of no effect upon the enforceability occurrence of any of the following:
(i) one year after the date of this Agreement,
(ii) a change of control of the Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)), other than the holders of any of the Company's rights under securities as of the date of this Section 6Agreement, each certificate is or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially becomes the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering beneficial owner (as defined in Rule 13d-3 promulgated under the PlanExchange Act) directly or indirectly of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the exercise of all outstanding options and all other securities which are convertible to voting securities, or
(iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Nationwide Electric Inc)
Purchase Option. The Company shall have the right and option (the “Purchase Option”) to purchase some or all of the Shares from the Participant for a sum of $.001 per Share (the “Option Price”), subject to the following:
(a) If (i) your relationship with The Company may not exercise the Purchase Option until such time, if any, as the Participant ceases to be a director of the Company for a reason other than the Participant’s death or a Related Entity terminates for any reason at any time or “permanent and total disability” (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as defined in the event. first sentence of your deathSection 22(e)(3), or your legal representative in the event of your incapacity (hereinafterany successor provision, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred Internal Revenue Code of 1986, as amended from time to as the "Purchasable Shares"time).
(b) The It is understood and expected that the Participant will attend all or substantially all Board events in person or by telephone. If, as determined by the Board, the Participant is absent from a significant number of Board events, the Company shall give notice in writing may exercise the Purchase Option. While not limiting the discretion of the Board, it is understood and expected that absences are more likely to be excused if they result from a family or personal emergency such as death, illness or similar unexpected event. Also, while not limiting Board discretion, it is understood and expected that absences are less likely to be excused if they result from business conflicts or emergencies.
(c) Subject to the Grantor first sentence of Section 3(c), the Company may not exercise of the Purchase Option within one upon or after the earliest to occur of (1i) year from the date of the termination first annual meeting of your relationship stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, (ii) the occurrence of a Change in Control (as defined below) and (iii) the death of the Participant. For purposes of clarity (and without limiting the foregoing), if the Participant is not absent from any of the specified Board events and continues to serve as a director of the Company until the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, the Company shall never be entitled to exercise the Purchase Option with respect to any of the SharesA “Change in Control. Such notice ” shall state be deemed to have occurred if any of the number events set forth in any one of Purchasable Shares to be purchased the following clauses shall occur: (i) any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d) of the determination Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent or more of the combined voting power of the Company’s then-outstanding securities; (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Fair Market Value per share Company (the “Incumbent Board”), cease for any reason to constitute a majority thereof (provided, however, that an individual becoming a director subsequent to the date of such Purchasable Shares. If no notice is given this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the directors then comprising the Incumbent Board shall be included within the time limit specified abovedefinition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual election contest (or such terms used in Rule 14a-11 of Regulation 14A promulgated under the Purchase Option shall terminate.
(cExchange Act) The purchase price to be paid for or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case Board of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability Directors of the Company's rights under this Section 6); or (iii) the stockholders of the Company consummate a merger or consolidation of the Company with any other corporation, each certificate other than a merger or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined consolidation that would result in the Plan)voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation.
Appears in 1 contract
Purchase Option. Exercise
1. RMSA shall be entitled, either on its own behalf and/or through any company directly or indirectly controlled by and/or related to RMSA and/or affiliates thereof, to exercise, at its sole discretion, the option to purchase One Hundred Percent (a100%) If of the Properties (ihereinafter, the "Option to Purchase") your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change after the lapse of Control occursone year from this Agreement coming into full force and effect. For such purposes, RMSA shall serve written and sufficient notice of its intention to exercise said Option to Purchase upon OWNERS, specifying therein the Company and/or its designees) shall have name of the option (company to which the "Purchase Option") OWNWERS should convey title to purchase, and if the option is exercised, you (or your executor or Properties.
2. In the administrator of your estate or the Person who acquired the right event RMSA resolved to exercise the Option by bequest or inheritance to Purchase, RMSA shall pay in a lump sum to OWNERS in consideration for the event. acquisition of your death, or your legal representative in one hundred percent (100%) of the event Properties the aggregate amount of your incapacity TWO MILLION UNITED STATES DOLLARS (hereinafter, collectively with such optioneeUSD 2,000,000), the "GrantorPurchase Price")) , which amount shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) be paid upon execution of the Option Shares and/or deed of conveyance of the Option held by Properties.
3. In the Grantor event RMSA should cause the Properties to go into production, OWNERS shall be entitled to receive 1% on NET SMELTER RETURN (such Option Shares and Option collectively being a right herein referred to as "1% NSR Royalty") as provided for by Annex 2. Payment of said 1% NSR Royalty shall be effected within thirty (30) days after a six-month period has lapsed from commencement of production at the "Purchasable Shares"Properties. Notwithstanding the foregoing, RMSA shall be entitled to purchase at any time and at its sole discretion, such 1% NSR Royalty, in the aggregate and single amount of USD 4,000,000 (FOUR MILLION United States Dollars). OWNERS hereby accept and grant the right to purchase contemplated in the previous sentence to RMSA and further agree that their right to collect the 1% NSR Royalty shall be subject to the condition that the Properties actually go into production. Furthermore, OWNERS agree that said 1% NSR Royalty may be replaced by a 0.5% Royalty which shall be paid over all the useful life of the field and shall not be subject to purchase by RMSA, except upon mutual agreement by the parties.
(b) The Company shall give notice in writing to 4. In the Grantor of the exercise of event that upon exercising the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased any payments as described in Section Three remained outstanding and the determination of the Board of Directors of the Fair Market Value per share had not become due as of such Purchasable Sharesdate, said payments shall be no longer in force and therefore, RMSA shall not be required to effect said payments. If no In such event, RMSA shall solely pay the price established in Subsection 2 of Section Eight.
5. The deed of conveyance of title to RMSA shall be executed within ninety (90) calendar days counted as from notice is given within the time limit specified above, sent by RMSA specifying its intention to exercise the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall beOption, in the case presence of any Option Shares, the Fair Market Value per share times the number a notary public as elected thereby. Any costs and expenses incurred by reason of shares being purchased, and in the case conveyance of the OptionProperties to RMSA, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchasedincluding stamp tax, less the applicable per share Option Exercise Price. The purchase price shall be paid borne by RMSA. Upon failure to execute said deed of conveyance within the above-mentioned term by reason of fault attributable to OWNERS, RMSA shall either and at its sole discretion, require execution of said deed or consider this Agreement terminated, in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver either case being entitled to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICEScollect applicable damages."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If Founder is the holder of 1,100,000 shares of the Company's Common Stock (i) your relationship with the "Stock"). A maximum of 825,000 shares of the Stock shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") as set forth in this paragraph 1. In the event Founder shall cease to purchase, and if be employed by the option is exercised, you Company (including a parent or your executor or subsidiary of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathCompany) for any reason, or your legal representative in no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the event of your incapacity (hereinafter, collectively with such optionee"Termination"), the "Grantor")Purchase Option shall come into effect. Except as set forth in subparagraphs (c) shall sell to and (d) below, following a Termination, the Company and/or its assignee(s)shall have the right, all as provided in subparagraph (b) hereof, to purchase from Founder or any portion (his personal representative, as the case may be, at the Company's optionpurchase price per share determined pursuant to subparagraph (f) hereof (the "Option Price") that number of shares of the Option Shares and/or the Option held by the Grantor Stock which have not vested (such Option Shares and Option collectively being referred to as the "Purchasable Unvested Shares")) as provided in subparagraph (e) hereof.
(b) The Within 90 days following a Termination, the Company shall give notify Founder by written notice delivered or mailed as provided in writing subparagraph 6(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one (1) year from Option. If the Company elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship or such Change of Control. Such notice shall state transaction at a place and time specified by the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified aboveCompany or, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 6(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company, in cash or by certified or cashier's check.
(c) Notwithstanding subparagraph (a) above, if the Company (i) merges with or into any other corporation (other than a merger in which the holders of the outstanding voting equity securities of the Company immediately prior to the purchasersmerger hold securities representing more than 50% of the voting power of the surviving entity immediately following such merger), (ii) sells, leases, or conveys all or substantially all of its property or business, or (iii) issues additional capital stock in one or more transactions, as a result of which existing shareholders cease to own more than 50% of the voting power of the Company, or any successor, (collectively, a "Change of Control") the certificates Purchase Option shall lapse and be of no further force or instruments evidencing effect if, following such Change of Control, the Purchasable Shares being purchased,Company or its successor terminates Founder's employment without cause as defined in Section 6(c) of the employment agreement entered into between the Founder and the Company as of the date hereof (the "Employment Agreement").
(d) To assure Notwithstanding anything in this Agreement to the enforceability contrary, the Company shall not be entitled to purchase more than 50% of the Company's rights under Stock if such Termination occurs prior to the first anniversary of the execution of this Agreement, unless such Termination is for cause, as defined in Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially 6(c) of the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESEmployment Agreement."
(e) The Stock held by the Founder, and subject to the terms of this Agreement, shall vest and no longer be subject to the Purchase Option as set forth in subparagraph (a) hereof, at the rate of 8.33% of the shares of Stock subject to the Purchase Option as of the date hereof on the last day of September, December, March and June of each year, with all such shares of Stock to be fully vested, and no longer subject to the Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).Purchase Option, on June 30,
Appears in 1 contract
Sources: Founder's Stock Repurchase Agreement (Metawave Communications Corp)
Purchase Option. (a) If A total of 250,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 5/48 of the Shares shall vest on December 6, 2000 (the "Vesting Commencement Date"), then one forty-eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Plan).Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](a) If "Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (i) your relationship with the Company or a Related Entity terminates for any reason "Company"), Holder is entitled, at any time or from time to time from the later of: (i) the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, or (ii) one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the "Commencement Date"), and at or before 5:00p.m., Eastern Time, ending on the earlier of (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], or (ii) the date in which this purchase warrant is redeemed, in accordance with the terms hereof (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 Units of the Company, as described in the Prospectus of the Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a Change of Control occursday on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company and/or its designees) shall have the option (the "agrees not to take any action that would terminate this Purchase Option") to purchase. This Purchase Option is initially exercisable at $12.50 per Unit; provided, and if however, that upon the option is exercised, you (or your executor or occurrence of any of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance events specified in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeSection 6 hereof, the "Grantor")) shall sell to the Company and/or its assignee(s)rights granted by this Purchase Option, all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of including the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state price per Unit and the number of Purchasable Shares Units to be purchased and the determination of the Board of Directors of the Fair Market Value per share of received upon such Purchasable Sharesexercise, shall be adjusted as therein specified. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option term "Exercise Price. The purchase " shall mean the initial exercise price shall be paid in cash. The closing of such purchase shall take place at or the Company's principal executive offices within ten (10) days after adjusted exercise price, depending on the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICEScontext."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Underwriting Agreement (Selway Capital Acquisition Corp.)
Purchase Option. (a) If (i) your relationship with a. All of the Company or a Related Entity terminates for any reason at any time or (ii) a Change Stock shall be subject to the right and option of Control occurs, the Company and/or its designees) shall have the option Armanino to repurchase t▇▇ ▇▇▇▇▇ (the "Purchase Option") (as set forth in this Section 3) in the event (i) Employee terminates the Agreement prior to purchasethe expiration of its term or (ii) the Agreement is terminated by Armanino for just cause ▇▇▇▇▇ ▇▇ the expiration of its term (collectively, and if the option is exercised, you a "Termination"). The Purchase Option shall come into effect immediately upon a Termination as follows:
(or your executor or the administrator of your estate or the Person who acquired 1) If a Termination giving rise to the right to exercise the Purchase Option by bequest occurs on or inheritance in the event. of your deathprior to March 1, or your legal representative in the event of your incapacity 1997 (hereinafter, collectively with such optionee, the "GrantorVesting Commencement Date")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateapply to 100% of the Stock.
(c) The purchase price i. If a Termination giving rise to be paid for the Purchasable Shares purchased pursuant right to exercise the Purchase Option occurs after the Vesting Commencement Date, the Purchase Option shall be, in apply to that portion of the case Stock which is a fraction of any Option Shares100% of the Stock, the Fair Market Value per share times numerator of which shall be a number equal to 36 minus the total number of shares being purchasedfull calendar months elapsed from September 1, 1996 to the date of Termination, and the denominator of which shall be 36.
b. The Purchase Option shall be exercisable at the Issue Price (the "Option Price").
c. Within 90 days following a Termination, the Armanino shall notify Em▇▇▇▇▇▇ ▇y written notice delivered or mailed as provided in subparagraph 8.c, as to whether it wishes to purchase the case Stock pursuant to exercise of the Purchase Option. If Armanino (or its assigne▇) ▇▇▇▇▇s to purchase the Stock hereunder, it shall set a date for the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take the transaction at a place at the Company's principal executive offices within ten (10) and time specified by Armanino, which date sha▇▇ ▇▇▇ ▇e more than 30 days after the purchase price has been determineddate of such notice. At such closing, Armanino (or its assigne▇) ▇▇▇▇▇ tender payment for the Grantor Stock and Employee shall deliver duly endorse to Armanino (or its assigne▇) ▇▇▇ ▇ertificate or certificates representing the purchasersStock, and the certificates representing the Stock so purchased shall be cancelled.
d. Notwithstanding the above, upon "change in control" of Corporation, as defined below, the Purchase Option shall immediately terminate. For purposes of this Agreement, a "change in control" shall mean (i) consolidation or merger of Corporation in which Corporation is not the surviving entity or in which there is a change in the ownership of more than fifty percent (50%) of the outstanding capital stock of Corporation in one transaction or a series of related transactions, (ii) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability sale of substantially all of the Company's rights under this Section 6assets of Corporation, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear (iii) a conspicuous legend change in substantially more than fifty percent (50%) of the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation directors of Corporation which occurs as a result of a Qualifying Public Offering (as defined in contested election for the Plan)board of directors.
Appears in 1 contract
Sources: Employment Agreement (Armanino Foods of Distinction Inc /Co/)
Purchase Option. (a) If A total of 800,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor first day of each month following October 1, 1999 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such Purchasable Shares. termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If no notice Purchaser's position is given within eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the time limit specified aboveAcquiror, the Purchase Option shall terminate.
lapse with respect to all of the Stock; (ciii) The purchase price to be paid for If Purchaser's services as an employee, officer, consultant or member of the Purchasable Shares purchased pursuant to Board of Directors of the Purchase Option shall be, in Company is terminated by the case Acquiror during the first year of any Option Sharessuch service following the Acquisition, the Fair Market Value per share times the number of shares being purchased, and in the case portion of the Option, Stock which would have vested absent such termination during the Fair Market Value per share times period through the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability second anniversary of the Company's rights under this Section 6Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, each certificate officer, consultant or instrument representing Option Shares subject to this Option Agreement member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall bear a conspicuous legend in substantially vest immediately on the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESfirst anniversary of the Acquisition."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with In the event that the Participant ceases to be employed by the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursno reason, with or without cause, prior to May 30, 2010, the Company and/or its designees) shall have the right and option (the "“Purchase Option"”) to purchasepurchase from the Participant, for a sum of $0.01 per share (the “Option Price”) and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathmanner described below, some or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or that are Unvested Shares (as described in Section 3) as of the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")date of termination of employment.
(b) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company.
(c) In the event that the Participant’s employment with the Company is terminated by reason of death or Disability (as defined in the Employment Agreement to be entered into between the Company and the Participant (the “Employment Agreement”)), the number of the Shares for which the Purchase Option becomes exercisable shall be fifty percent (50%) of the number of Unvested Shares for which the Purchase Option would otherwise be exercisable on the date of termination.
(d) The Company shall give notice in writing may exercise the Purchase Option by delivering or mailing to the Grantor Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.
(e) Within 10 days after delivery to the Participant of the Company’s notice of the exercise of the Purchase Option within one pursuant to subsection (1d) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Participant (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase in accordance with the terms of this Agreement (if certificates for such Unvested Shares have been issued to the Participant), duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, or concurrently with delivery of the notice of exercise of the Purchase Option if certificates for Unvested Shares have not been issued to the Participant, the Company shall terminatepay to the Participant the aggregate Option Price for such Shares (provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares, but the Company shall not become the owner of any Shares until the Option Price for such Shares is paid).
(cf) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (e) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.
(g) The purchase price to Option Price may be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall bepayable, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability option of the Company's rights under , in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both.
(h) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially be rounded to the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESnearest whole Share (with any one-half Share being rounded upward)."
(ei) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan)Company may assign its Purchase Option to one or more persons or entities.
Appears in 1 contract
Purchase Option. The Stock shall be subject to the following --------------- option (a) If (i) your relationship "Purchase Option"):
a. In the event the Purchaser ceases to be continuously employed by the Company, or a parent or subsidiary of the Company, for any reason, with or without cause, the Company may exercise the Purchase Option. For the purpose of this Section 4, Purchaser's "continuous employment" shall cease when Purchaser ceases to be actively employed by the Company or a Related Entity terminates for any reason at any time parent or (ii) a Change subsidiary of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, as determined by and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination sole discretion of the Board of Directors of the Fair Market Value per share Company. A leave of absence (regardless of the reason therefor) shall constitute the cessation of Purchaser's active employment unless such Purchasable Shares. If no notice leave is given authorized by the Company in writing and Purchaser returns to work within the time limit specified in such authorization or in any amendment thereto. The date when continuous employment ceases is hereinafter referred to as the Termination Date. The Company shall have the right at any time within sixty (60) days after the later of the Termination Date or the date any approved leave terminates (if employee fails to return within the time specified) to purchase from the Purchaser at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"), (i) at any time prior to the date Purchaser has completed 12 months of employment after June 6, 1993 (the "Commencement Date"), all the Stock, and (ii) thereafter, up to but not exceeding a percentage of the Stock equal to 100%, less 1.67% for each completed month of employment with the Company between the Commencement Date and the Termination Date, inclusive of both such dates. In addition to (i) and (ii) above, in the event of Purchaser's death or physical disability, the Company's Purchase Option shall terminate with respect to 10% of the Stock. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser's employment, for any reason, with or without cause.
b. The Purchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in subsection 9(b), which notice shall specify the time, place and date for settlement of such purchase. The Company may pay for the shares of Stock it has elected to repurchase (i) by delivery to Purchaser or his or her executor of a check in the amount of the repurchase price for the Stock being repurchased, (ii) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. If exercised by the assignees pursuant to subsection 4(c), the Purchase Option shall terminatebe exercised by written notice signed by the exercising assignees and delivered or mailed as provided in subsection 9(b), which notice shall specify the time, place and date for settlement for such purchase. Such assignees shall pay for the shares of Stock they have elected to repurchase by delivery to Purchaser or his executor of a check in the amount of the repurchase price.
(c) The purchase price c. In the event the Company for any reason elects not to be paid for exercise the Purchasable Shares purchased Purchase Option pursuant to subsection 4(b), the Company may assign it, provided that the Purchase Option shall be, not extend beyond the 60 days described in subsection 4(a). In the case event that the Company and such assignees do not elect to exercise the Purchase Option as to all of any Option Sharesthe shares of Stock subject to it, the Fair Market Value per share times Purchase Option shall expire as to all shares which the number of shares being purchased, Company and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject such assignees have not elected to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESpurchase."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) The Lessee shall have the option (exercisable by --------------- giving the Lessor irrevocable written notice (the "Purchase OptionNotice") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or --------------- Lessee's election to exercise such option) to purchase all, and not less than all, of the Option held by Properties and the Grantor (such Option Shares Loans on or after February 2, 2003, and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing prior to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The Expiration Date at a purchase price to be paid for the Purchasable Shares purchased pursuant equal to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The Lessee shall deliver the Purchase Notice to the Lessor not less than 90 days prior to the proposed closing date for the transfer of the Properties and the Loans (the "Purchase Option Closing Date"), which date shall in no event be ---------------------------- later than the Expiration Date. If the Lessee exercises its option to purchase price the Properties and the Loans pursuant to this Section 21.1 (the "Purchase ------------ -------- Option"), the Lessor shall be paid transfer to the Lessee or its designee all of the ------ Lessor's right, title and interest in cashand to the Properties and the Loans upon receipt of the Purchase Price on the Purchase Option Closing Date. The Lessee may designate, in a notice given to the Lessor not less than ten Business Days prior to the closing of such purchase shall take place at (time being of the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closingessence), the Grantor transferee or transferees to whom the conveyances shall deliver be made (if other than to the purchasersLessee), in which case such conveyances shall (subject to the terms and conditions set forth herein) be made to such designee or designees; provided, -------- however, that such designation of a transferee or transferees shall not cause ------- the certificates Lessee to be released, fully or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability partially, from any of the Company's rights its obligations under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESLease."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with a Management Member ceases to be employed by the Company and its Subsidiaries, or if such person engages in a Related Entity terminates for any reason at any time Competitive Activity during the term of his employment or (ii) a Change during the two year period following termination of Control occursemployment, the Management Units held by such Management Member and the members of his Family Group who acquired Management Units (directly or indirectly) in a Transfer pursuant to Section 8.1(a) (each, a “Transferee”) will be subject to purchase by the Company and/or its designees) shall have pursuant to the option terms and conditions set forth in this Section 10.4 (the "“Purchase Option") ”); provided, that this Section 10.4 shall not apply to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell any Class B Units initially issued to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Stockholders.
(b) The Company shall give notice in writing Subject to Section 10.4(e), the Grantor purchase price of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares Management Units subject to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe as follows:
(i) If the Management Member’s employment terminates as a Termination for Cause or if such Person engages in a Competitive Activity, then the purchase price for all Management Units subject to the Purchase Option shall be the lesser of (A) the aggregate Net Capital Contributions for such Management Units and (B) the Liquidation Value of such Management Units as of the date such person’s employment terminates (the “Termination Date”); and
(ii) If the Management Member’s employment terminates for any reason other than a Termination for Cause (and if such Person has not engaged in a Competitive Activity), the purchase price for all Management Units subject to the Purchase Option shall be the Liquidation Value thereof as of the Termination Date (or, with respect to all vested Class C Units that vested within 181 days prior to the Termination Date, as of the date that is 181 days following the Termination Date).
(c) The Company may elect (which election shall be irrevocable) to purchase price all or any portion of any Management Units that become subject to a Purchase Option by delivering written notice (the “Purchase Notice”) to the holder or holders of such Management Units within 180 days after the Termination; provided that the Purchase Notice shall be delivered no earlier than 181 days and no later than 361 days after the Termination Date with respect to all vested Class C Units that vested within 181 days prior to the Termination Date; provided further that the Purchase Notice may be delivered at any time within 360 days after the Company is notified that the applicable Person has engaged in a Competitive Activity. The Purchase Notice will set forth the type and amount of Management Units to be acquired from each holder, the aggregate consideration to be paid for such securities and the Purchasable Shares time and place for the closing of the transaction. The amount of Management Units to be purchased by the Company shall first be satisfied to the extent possible from the Management Units held by the Management Member at the time of delivery of the Purchase Notice. If the amount of Management Units then held by the Management Member is less than the amount of Management Units the Company has elected to purchase, the Company shall purchase the remaining Management Units elected to be purchased ratably from the Management Member’s Transferees, in accordance with the amount of Management Units held by such other holder(s) at the time of delivery of such Purchase Notice.
(d) The closing of the purchase of Management Units pursuant to the Purchase Option shall betake place on the date designated by the Company in the Purchase Notice, which date shall not be more than 60 days nor less than five days after the delivery of the Purchase Notice. The Company may, at its option, pay for the Management Units to be purchased by it pursuant to the Purchase Option by (i) cash payable by delivery of a check or a wire transfer of funds, (ii) the cancellation of any indebtedness owed by the Management Member to the Company, (iii) if the purchase price is determined pursuant to subsection (b)(i) above, the issuance of a promissory note with an initial principal amount equal to the purchase price, with interest payable annually in cash at the rate equal to the applicable federal rate at the time of issuance of such note, and principal paid at maturity, which shall be five years from the date of issuance (and prepayable at any time at the Company’s option without penalty), or (iv) a combination of (i), (ii) and (iii) above, as determined in the sole discretion of the Company, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case amount of the Option, aggregate purchase price of the Fair Market Value per share times Management Units being purchased by the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise PriceCompany. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's Company may assign its rights under this Section 610.4 to any of its Subsidiaries, each certificate and, to the extent the Company is prohibited by law or instrument representing Option Shares by its or its Subsidiaries’ financing agreements from repurchasing any Management Units subject to the Purchase Option, the Company may assign its right to exercise the Purchase Option with respect to such Management Units to other Members or Affiliates of other Members; provided that for so long as Bear or its Affiliates owns Units, if the Company determines to assign its rights under this Section 10.4 to any Members or Affiliates of any Members, then the Company shall offer to assign to Bear the right to purchase its pro rata share of the Management Units subject to the Purchase Option Agreement shall bear a conspicuous legend (based on Bear’s ownership of Units relative to the other Members participating in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETOpurchase). A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESThe purchasers of Management Units hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed."
(e) The All repurchases of Management Units pursuant to this Section 10.4 shall be subject to all applicable restrictions under law or contained in the Company's ’s and its Subsidiaries’ financing agreements. If any such restrictions prohibit the repurchase of Management Units hereunder which the Company is otherwise entitled to make, the Company shall promptly give written notice to the Management Member and his or her Transferees of such restriction, the Company’s rights under this Section 6 10.4 shall terminate upon be preserved and time periods governing such rights or obligations shall be tolled for the consummation duration of such restriction and the Company may make such purchases as soon as (and to the extent that) it is permitted to do so by law and such financing agreements; provided, that the purchase price of any Management Units required to be purchased at Liquidation Value pursuant to this Section 10.4 and not purchased as a Qualifying Public Offering (result of any restrictions contemplated hereby, shall be the Liquidation Value of such Management Units as defined in of the Plan)date the Company consummates such purchases.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Chefs' Warehouse Holdings, LLC)
Purchase Option. (a) If Upon receipt of a notice and offer from the Shareholder pursuant to Subparagraph 1(a), ▇▇▇▇▇▇▇ may elect to purchase all, but not less than all, of the Offered Shares by giving written notice of such election to the Shareholder within one (i1) your relationship business day from receipt of such notice. In the case of an offer and notice pursuant to Subparagraph 1(a)(i), the purchase price shall be due and payable no later than three (3) business days following notice of acceptance of the offer, upon tender of certificates evidencing the Shares duly endorsed for transfer. In the case of an offer and notice pursuant to Subparagraph 1(a)(ii) above, payment of the purchase price shall be in accordance with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")bona fide offer.
(b) The Company If ▇▇▇▇▇▇▇ shall give notice in writing fail to accept the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares offer pursuant to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given Paragraph 1 above within the time limit specified aboveperiod set forth above as to all Offered Shares, the Purchase Option Shareholder may, within sixty (60) days thereafter, sell all of such Offered Shares on the open market (if notice was given under Subparagraph 1(a)(i)) or pursuant to the original bona fide offer transmitted to ▇▇▇▇▇▇▇ and on the terms and conditions set forth in the notice to ▇▇▇▇▇▇▇ of such bona fide offer (where notice was given under Subparagraph 1(a)(ii)), free and clear of this Agreement. If such sale of the Offered Shares on the open market or pursuant to said bona fide offer, as the case may be, is not consummated within said sixty (60) day period, such sale shall terminatenot be permitted and the Offered Shares once again shall be subject to all of the restrictions of this Agreement.
(c) The If nonfungible property such as securities or real estate constitutes a portion of the purchase price to be paid for the Purchasable Shares purchased due and payable pursuant to the Purchase Option shall be, in bona fide offer and such bona fide offer depends on the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case unique situation of the Optionbona fide offeree, or otherwise cannot be precisely duplicated by anyone other than the Fair Market Value per share times the number of Vested Shares subject bona fide offeree, purchases by ▇▇▇▇▇▇▇ pursuant to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price an offer under Subparagraph 1(a)(ii) shall be paid in cash. The closing made for a consideration and upon terms and conditions which constitute the reasonable economic equivalent of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determinedand terms of the bona fide offer, as mutually determined by the parties. At For purposes of this Subparagraph 2(c), ▇▇▇▇▇▇▇'▇ promissory note shall be considered the reasonable economic equivalent of the promissory note of the bona fide offeree notwithstanding any differences in the financial condition of ▇▇▇▇▇▇▇ and such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,bona fide offeree.
(d) To assure If ▇▇▇▇▇▇▇ fails to pay the enforceability purchase price when due, the Shareholder may elect to (a) rescind the sale, in which case the Shares can be held or sold, free and clear of the Company's rights this Agreement; or (b) declare ▇▇▇▇▇▇▇ in default, and pursue ▇▇▇▇▇▇▇ by any and all legal measures and exercise any remedy available under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESapplicable law."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If A total of 1,000,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor 11th day of each month following July 11, 2000 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of such Purchasable Shares. If no notice is given within the time limit specified aboveAcquisition, the Purchase Option shall terminate.
(c) The purchase price Stock will vest only up to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of such termination date without any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case acceleration or continued vesting of the Option, Stock beyond the Fair Market Value per share times the number date of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the CompanyPurchaser's principal executive offices within ten voluntary termination; (10ii) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the CompanyIf Purchaser's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).position is eliminated
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with ), and at such time as, a Holder is no longer a director, officer or employee of the Company or a Related Entity terminates any Subsidiary of the Company, for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you such Holder (or your the executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance such Holder's estate, in the event. event of your such Holder's death, or your such Holder's legal representative in the event of your incapacity his incapacity) (hereinafter, collectively with such optioneeHolder, the "Grantor")) shall sell to the Company and/or its assignee(s)HMTF (or, as provided in Section 6.1.4, an assignee of HMTF) all or any portion (at the Company's optionoption of HMTF acting for itself or, if applicable, its assignee) of the Option Shares shares of Common Stock and/or the Option Common Stock Equivalents held by the Grantor (such Option Shares and Option shares of Common Stock and/or Common Stock Equivalents collectively being referred to as the "Purchasable SharesSecurities").
, subject to HMTF's (bor, if applicable, its assignee's) The Company compliance with the conditions hereinafter set forth. HMTF (acting for itself or, if applicable, its assignee) shall give notice (the "Purchase Notice") in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date such Holder is no longer a director, officer or employee of the termination Company or any Subsidiary of your relationship the Company or such Change of Control. Such notice Purchase Notice shall state the number of Purchasable Shares Securities to be purchased and the determination of the Board of Directors of the Fair Market Value exercise price for each Purchasable Security (on a per share basis or, in the case of such Purchasable Sharessecurities other than capital stock, other applicable denomination). If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Stockholders Agreement (Capstar Broadcasting Partners Inc)
Purchase Option. (a) If A total of 325,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 67,708 of the Shares shall vest on November 29, 2000 (the "Vesting Commencement Date"), then one forty-eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the Plan)Acquiror, the Purchase Option shall lapse with respect to all of the Stock; (iii) If Purchaser's services as an employee, officer, consultant or member of the Board of Directors of the Company is terminated by the
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with All of the Company or a Related Entity terminates for any reason at any time or (ii) a Change Stock shall be subject to the right and option of Control occurs, the Company and/or its designees) shall have Corporation to repurchase the option Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchasethe closing of a registered public offering of the Corporation's Common Stock, and if cease to be employed by the option is exercised, you Corporation (including a parent or your executor or subsidiary of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathCorporation) for any reason, or your legal representative in no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the event of your incapacity (hereinafter, collectively with such optionee"Termination"), the Purchase Option shall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "GrantorOption Price")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Stock.
(b) The Company Within 180 days following a Termination, the Corporation shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Stock pursuant to exercise of the Purchase Option within one Option. If the Corporation (1or its assignee) year from elects to purchase the Stock hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased Stock and the determination certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Board Corporation, by cancellation of Directors all or any outstanding indebtedness of Purchaser to the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateCorporation or in cash or by check.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in expire and shall be of no effect upon the case occurrence of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten following:
(10i) days one year after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchaseddate of this Agreement,
(dii) To assure a change of control of the enforceability Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the holders of any of the Company's rights under securities as of the date of this Section 6Agreement, each certificate is or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially becomes the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering beneficial owner (as defined in Rule 13d-3 promulgated under the PlanExchange Act) directly or indirectly of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the exercise of all outstanding options and all other securities which are convertible to voting securities), or
(iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Nationwide Electric Inc)
Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) The Shares shall have be subject to the option (the "Purchase Option") in the amounts set forth in Section 2(c) herein. In the event Zanker shall cease to purchasebe employed by the Company (including an affiliate or a subsidiary of the Company) pursuant to any Voluntary Termination, Involuntary Termination or a Termination for Cause (in each case as defined in the Employment Agreement dated as of the date hereof (the "Employment Agreement") between the Company and if Zanker) ("Cessation of Employment"), the option is exercisedCompany shall have the right, you at any time within 60 days after the date the Zanker ceases to be so employed, to purchase from the Stockholder or her personal representative, as the case may be, at the purchase price specified in subsection (b) below (the "Option Price"), up to but not exceeding the number of Shares specified in subparagraph (c) below upon the terms hereinafter set forth; PROVIDED, HOWEVER, that the Shares shall immediately cease to be subject to the Purchase Option (A) upon the merger or your executor consolidation of the Company into or with another corporation or other entity, or the administrator sale of your estate all or substantially all the assets or the Person who acquired sale of all of the right outstanding capital stock of the Company (each, a "Sale Transaction"), in each case under circumstances in which the holders of the outstanding capital stock of the Company, immediately prior to exercise the Option by bequest Transaction, own less than a majority in voting power of the outstanding capital stock of the Company or inheritance the surviving or resulting company or acquiror, as the case may be, immediately following such Sale Transaction or (B) if Zanker is Terminated Without Cause (as such term is defined in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"Employment Agreement).
(b) The Company Option Price per Share (as constituted on the date hereof) shall give notice in writing to the Grantor of the exercise of the Purchase Option within one be:
(1i) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified abovehereof until May 31, 2000, the Purchase Option shall terminate.lesser of (A) /*/ and (B) /*/ (as hereinafter defined);
(cii) The purchase price to be paid for from June 1, 2000 until the Purchasable Shares purchased pursuant to the Purchase Option shall beMay 31, in the case of any Option Shares2001, the Fair Market Value per share times the number lesser of shares being purchased(A) /*/ and (B) /*/; and
(iii) from June 1, and in the case of the Option2001 until May 31, 2002, the Fair Market Value per share times the number lesser of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10A) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers/*/ and (B) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering /*/ (as defined in the Planhereinafter defined).
Appears in 1 contract
Sources: Repurchase Agreement (GHS Inc)
Purchase Option. The Stock shall be subject to the following option (a) If (i) your relationship "Purchase Option"):
a. In the event Purchaser ceases to be continuously employed by the Company, or a parent or subsidiary of the Company, for any reason, with or without cause, the Company may exercise the Purchase Option. For the purpose of this paragraph 4, Purchaser's "continuous employment" shall cease when Purchaser ceases to be actively employed by the Company or a Related Entity terminates for any reason at any time parent or (ii) a Change subsidiary of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, as determined by and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination sole discretion of the Board of Directors of the Fair Market Value per share Company. A leave of absence (regardless of the reason therefor) shall be deemed to constitute the cessation of Purchaser's active employment unless such Purchasable Shares. If no notice leave is given authorized by the Company in writing and Purchaser returns to work within the time limit specified abovein such authorization or in any amendment thereto. The date when continuous employment ceases is hereinafter referred to as the Termination Date. The Company shall have the right at any time within sixty (60) days after the later of the Termination Date or the date any approved leave terminates (if employee fails to return within the time specified) to purchase the Stock from Purchaser at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"). The Purchase Option shall terminate, and cease to be exercisable, with respect to any and all Stock in which Purchaser acquires a vested interest. For purposes of this Agreement, Purchaser shall acquire a vested interest in 24% of the Stock on October 31, 1997. Purchaser shall acquire a vested interest in the remaining 76% of the stock in equal monthly installments over the 38 months thereafter, such that Purchaser shall have a fully vested interest in all of the Stock on December 31, 2000. Notwithstanding the foregoing, Purchaser shall not acquire a vested interest in any shares of Stock after the Termination Date. Nothing in this Agreement shall affect in any manner whatsoever the at will status of Purchaser's employment or the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser's employment at any time, for any reason, with or without cause.
b. The Purchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in subsection 9(b). The Company may pay for the shares of Stock it has elected to repurchase (i) by delivery of a check in the amount of the repurchase price for the Stock being repurchased, (ii) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. If exercised by the assignees pursuant to subsection 4(c), the Purchase Option shall terminatebe exercised by written notice signed by the exercising assignees and delivered or mailed as provided in subsection 9(b). Such assignees shall pay for the shares of Stock they have elected to repurchase by delivery to Purchaser or his executor of a check in the amount of the repurchase price.
(c) The purchase price c. In the event the Company for any reason elects not to be paid for exercise the Purchasable Shares purchased Purchase Option pursuant to subsection 4(b), the Company may assign it, provided that the Purchase Option shall be, not extend beyond the 60 days described in subsection 4(a). In the case event that the Company or such assignee does not elect to exercise the Purchase Option as to all of any Option Sharesthe shares of Stock subject to it, the Fair Market Value per share times Purchase Option shall expire as to all shares that the number of shares being purchased, Company and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject such assignees have not elected to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESpurchase."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Founder/Employee Shareholder Agreement (Accelerated Networks Inc)
Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) through (g) below:
(a) If (i) your relationship the Employee's active service with the Company or a Related Entity terminates Subsidiary is terminated by the Employee or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of Termination of Service of the termination of your relationship or such Change of ControlEmployee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in be the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure ensure the enforceability of the Company's rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 7 shall terminate upon the consummation of a Qualifying an Initial Public Offering (as defined in the Plan)Offering.
Appears in 1 contract
Purchase Option. (a) If (i) your relationship Employee's employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designeesdesignee(s) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you Employee (or your Employee's executor or the administrator of your Employee's estate or the Person who acquired the right to exercise the an Option by bequest or inheritance in the event. event of your Employee's death, or your Employee's legal representative in the event of your Employee's incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option or Options held by the Grantor (such Option Shares and Option or Options collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship Employee's employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the Purchase Option times the number of shares being purchased, in the case of the First Option, the Fair Market Value per share less the applicable per share First Option Exercise Price, times the number of Exercisable Shares subject to such First Option which are being purchased, and in the case of the Second Option, the Fair Market Value per share less the applicable per share Second Option Exercise Price, times the number of Vested Exercisable Shares subject to such Second Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 611, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).:
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Clientlogic Corp)
Purchase Option. (a) a. If (i) your relationship with the Company or a Related Entity terminates for any reason employment of the Shareholder shall terminate at any time or time, and such termination is for Cause (iias defined in Section I (f) a Change of Control occursbelow), then the Company and/or its designees) Corporation shall have the option right and option, but not the obligation (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion to purchase one hundred percent (at the Company's option100%) of the Option Shareholder's Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable SharesSa le Portion").
(b) b. The Company Corporation, in its sole discretion, may elect to purchase Jess than the entire Sale Portion.
c. The purchase price of the Shares shall give notice in writing be equal to the Grantor Fair Market Value of the exercise Shares (as defined in Section 2 below).
d. The Purchase Option shall be exercised by an authorized representative of the Purchase Option within one Corporation delivering written notice (1the ''Notice of Exercise") year from to the date Shareholder, or his personal representative, of the termination Corporation 's intent to purchase the Sale Port ion of your relationship or such Change of Control. Such the Shareholder 's Shares, which notice shall state specify the number of Purchasable Shares to be purchased and the proposed purchase price for the Shares. The Notice of Exercise must be delivered within sixty (60) days after the last day of the month in which the Shareholder's employment was terminated.
e. The Notice of Exercise shall set forth a proposed purchase price for the Shares to be purchased by the Corporation which will be the Corporation 's good faith determination of the Fair Market Value of such Shares. The Shareholder, or his personal representative, may accept the proposed purchase price as stated in the Notice of Exercise, or may deliver notice to the Corporation of the Shareholder 's disagreement with the valuation set forth in the Notice of Exercise ("Notice of Alternative Valuation"). The Notice of Alternative Valuation shall set forth the Shareholder's, or his personal representative's, good faith determination of the Fai r Market Value of the Shares to be purchased by the Corporation; provided, however, that the failure of the Shareholder to accept the proposed purchase price in the Notice of Exercise or to deliver a Notice of Alternative Valuation to the Corporation within fifteen (1 5) days of his receipt of the Notice of Exercise shall constitute the Shareholder's irrevocable acceptance of the proposed purchase price stated in the Notice of Exercise. The deli very of a Notice of Alternative Valuation shall not affect the timing of the transfer of the Shares provided for in Section 3 below.
f. For purposes of this Agreement, the termination of the Shareholder's employment for "Cause" i s a termination by reason of any of the following:
(i) willful misconduct by the Shareholder that is materially and demonstrably detrimental to the Corporation, monetarily or otherwise, or that constitutes willful misconduct or gross negligence in the performance of his duties hereunder;
(ii) conduct by the Shareholder that constitutes fraud, dishonesty, or a criminal act, whether or not with respect to the Corporation;
(iii) embezzlement of funds or misappropriation of other property by the Shareholder from the Corporation or one or more of the Corporation's employees, clients, partners, or affiliates;
(iv) conviction of the Shareholder of a felon y or of any other crime that involves fraud, dishonest y, or moral turpitude;
(v) the willful breach by the Shareholder, or the continued breach by the Shareholder after reasonable notice and opportunity to take corrective action, of any of the material provisions of any written Agreement to which both the Shareholder and the Corporation are parties;
(vi) conduct by the Shareholder that, in the good faith opinion of the Board of Directors of the Fair Market Value per share Corporation, is materially detrimental to the Corporation, causes the Corporation to breach any term or the Share Purchase Agreement, dated January 20, 2004, by and among the Corporation, Altira Technology Fund IV L.P and Altira Technology Fund IV Direct Investor, LLC or reflects unfavorably on the Corporation or the Shareholder to such an extent that the Corporation 's best short or long term interests reasonably require the termination of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.Shareholder's employment; or
(cvii) The purchase price the willful and continued failure by the Shareholder to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case substantially perform his duties as an employee or officer of the OptionCorporation (other than any such failure resulting from the Shareholder 's physical or mental incapacity), after demand for substantial performance is delivered by the Fair Market Value per share times Corporation that specifically identifies the number of Vested Shares subject manner in which the Corporation believes the Shareholder has not substantially performed his duties and recommends corrective behavior that the Shareholder fails to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICEScarry out."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with Optionee ceases to be employed by or perform services for the Company or a Related Entity terminates its Subsidiaries for any reason at any time or (ii) upon the occurrence of a Change of Control occursin Control, the Company (and/or its designeesdesignee(s)) shall have the option (the "“Purchase Option"”) to purchase, and if the option is exercised, you Optionee (or your the Optionee’s executor or the administrator of your the Optionee’s estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. event of your the Optionee’s death, or your the transferee of the Option Shares or Award in the case of any disposition, or the Optionee’s legal representative in the event of your incapacity the Optionee’s incapacity) (hereinafter, collectively with such optioneeOptionee, the "“Grantor")”) shall sell to the Company and/or its assignee(sdesignee(s), all or any portion (at the Company's ’s option) of the Option Shares and/or issued pursuant to the Option Plan and held by the Grantor (such Option Shares and Option collectively being herein referred to as the "“Purchasable Shares"”).
(ba) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from of the date of the termination of your the Optionee’s employment or service relationship or such the date of the Change of in Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares, or the Change in Control Price, if applicable. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(cb) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share share, or the Change in Control Price if applicable, as of the date of the notice of exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's ’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) purchasers the certificates or instruments evidencing the Purchasable Shares being purchased,purchased free and clear of all liens and encumbrances (if any), duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(dc) To assure the enforceability of the Company's The rights under and obligations pursuant to this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall will terminate upon the consummation date of a Qualifying Public Offering (as defined in Offering. “Qualifying Public Offering” means a firm commitment underwritten public offering of the Plan)common stock of the Company for cash where the shares of stock registered under the Securities Act are listed on a national securities exchange or the NASDAQ National Market System.
Appears in 1 contract
Sources: Incentive Stock Option Award Agreement (Acies Acquisition Corp.)
Purchase Option. (a) If The Company shall have the Purchase Option on the Option and the Option Shares set forth in clause (ii) of Section 9(a) of the Plan (relating to a Change in Control); provided, however, that the Company expressly disclaims the Purchase Option on the Option and the Option Shares set forth in clause (i) of Section 9(a) of the Plan (relating to the termination of your relationship employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursCompany). If in accordance with the immediately preceding sentence, the Company and/or its designees) shall have the option (the "exercise such Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date the Purchase Option arises under the terms of the termination of your relationship or such Change of ControlPlan. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash EXHIBIT A TO CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE - Page 16 purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 64, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 1998 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Confidential Separation Agreement (Home Interiors & Gifts Inc)
Purchase Option. (a) If (i) your relationship employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company (and/or its designees) shall have the option (the "“Purchase Option"”) to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance inheritance, in the event. event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeyou, the "“Grantor"”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's ’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "“Purchasable Shares"”), subject to the Company’s compliance with the conditions hereinafter set forth.
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one six (16) year months from the date of the termination of your relationship employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share times as of the date of the notice of exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the Fair Market Value per share times less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The Any purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's ’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) purchasers the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's ’s rights under this Section 67, each certificate or instrument representing Option Shares subject to this Option Agreement Common Stock held by you shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 ’S 2002 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETOPLAN. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's ’s rights under this Section 6 7 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).Offering
Appears in 1 contract
Purchase Option. (a) If A total of _________ shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor first day of each month following _____ __, _____ (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of such Purchasable Shares. If no notice is given within the time limit specified aboveAcquisition, the Purchase Option shall terminate.Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If Purchaser's position is eliminated and/or Purchaser is not
(civ) The purchase price to be paid for If the Purchasable Shares purchased pursuant to the Purchase Option shall bePurchaser completes one year of continuous service as an employee, in the case of any Option Sharesofficer, the Fair Market Value per share times the number of shares being purchased, and in the case consultant or member of the Option, the Fair Market Value per share times the number Board of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability Directors of the Company's rights under this Section 6Company or the Acquriror following the Acquisition, each certificate or instrument representing Option Shares subject to this Option Agreement then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall bear a conspicuous legend in substantially vest immediately on the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESfirst anniversary of the Acquisition."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with In the event that the Employee ceases to be employed by the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursno reason, with or without cause, prior to , [final vesting date under option agreement], the Company and/or its designees) shall have the right and option (the "“Purchase Option"”) to purchasepurchase from the Employee, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right for a sum equal to exercise the Option by bequest or inheritance in the event. of your deathPrice per share, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell any shares then subject to the Company and/or its assignee(s)Purchase Option. All of the Shares shall be subject to the Purchase Option prior to , all or any portion [first anniversary of vesting commencement date]. On , [first anniversary of vesting commencement date], one-fourth (1/4) of such Shares will no longer be subject to the Purchase Option and at the Company's optionend of each full month thereafter, one forty-eighth (1/48) of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares and/or are no longer subject to the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Purchase Option.
(b) The In the event that the Participant’s employment with the Company shall give notice in writing to is terminated by reason of death or permanent and total disability (within the Grantor meaning of Section 22(e)(3) of the exercise Internal Revenue code of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above1986, as amended), the Purchase Option shall terminatelapse as to all of the Unvested Shares for which the Purchase Option would have otherwise become exercisable.
(c) The purchase price to be paid for Upon the Purchasable Shares purchased pursuant to occurrence of a Change of Control Event (as hereinafter defined), the Purchase Option shall be, in the case immediately lapse as to one-half of any Option all remaining Unvested Shares, thereby rendering such Shares Vested Shares. Thereafter, the Fair Market Value per share times Purchase Option shall continue to lapse as to the remaining one-half of the Unvested Shares in accordance with the original schedule set forth above in subsection (a), with the Purchase Option lapsing as to one-half of the number of shares being purchasedUnvested Shares that it would otherwise have lapsed with regard to on each subsequent lapsing date. For purposes of this subsection (c), and in the case a “Change of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price Control Event” shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).mean:
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Elixir Pharmaceuticals Inc)
Purchase Option. (a) If In the event that the relationship by which the Service Provider provides management, consultancy and advisory services to the Company (whether pursuant to the Amended and Restated Management Agreement dated as of May 17, 1999 by and among the Service Provider, the Company, Atrium Corporation and Atrium Companies, Inc. ("the Management Agreement") or otherwise) is terminated prior to October 19, 2003 (i) your relationship with by the unanimous vote of the Board of Directors of the Company or a Related Entity terminates for any reason at any time or no reason whatsoever, or (ii) a Change of Control occursby the Service Provider without Good Reason (as defined below in Section 2(b)), the Company and/or its designees) shall have the right and option (the "Purchase Option") ), but not the obligation, to purchasepurchase from the Service Provider, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell at a price equal to the Company and/or its assignee(spar value of the Shares of Common Stock per Share, some or all of the Shares as determined at the time of such relationship termination. The Purchase Option shall lapse with respect to 100% of the Shares on the earlier of (i) October 19, 2003, (ii) a Trigger Event with respect to the Company, as defined below in Section 2(c), all so long as the Service Provider's relationship with the Company has not been terminated as set forth in this Section 2(a) or any portion (at the Company's optioniii) termination of the Option Shares and/or the Option held relationship by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Service Provider with Good Reason.
(b) The Company For purposes of this agreement, Good Reason shall give notice in writing to the Grantor exist upon (i) mutual agreement of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased Service Provider and the determination of the Board of Directors of the Fair Market Value per share Company that Good Reason exists; (ii) reduction of such Purchasable Shares. If no the Service Provider's compensation under the Management Agreement; (iii) significant decrease by the Board of Directors of the Company of the Service Provider's duties or authority under the Management Agreement; or (iv) any material breach by the Company or any successor thereto of any agreement to which the Service Provider and the Company are parties, which breach is not cured within five days after notice is given within the time limit specified abovethereof.
(c) Notwithstanding any other provision of this Section 2, upon a Trigger Event (as defined below), the Purchase Option shall terminate.
terminate and all rights inherent to an owner of a share of Common Stock shall immediately vest in the Service Provider. A "Trigger Event" shall mean (A) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (B) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person or Persons beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock of the Company, on a fully diluted basis (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (c), the following acquisitions shall not constitute a Trigger Event: (i) The purchase price to be paid for any acquisition by the Purchasable Shares purchased Company, or (ii) any acquisition by any corporation pursuant to a transaction which results in all or substantially all of the Purchase Option shall beindividuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially owning, directly or indirectly, more than 95% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the case election of any Option Sharesdirectors, the Fair Market Value per share times the number of shares being purchasedrespectively, and in the case of the Optionresulting or acquiring corporation in such transaction (which shall include, the Fair Market Value per share times the number of Vested Shares subject to such Option without limitation, a corporation which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing as a result of such purchase shall take place at transaction owns the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates Company or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability substantially all of the Company's rights under this Section 6, each certificate assets either directly or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend through one or more subsidiaries) in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; (eC) The any sale of a substantial portion or all of the assets of the Company's rights under ; (D) the complete or substantial liquidation of the Company; (E) a public offering of the securities of the Company, including any listing on the New York Stock Exchange, the American Stock Exchange or the NASDAQ market; or (F) notwithstanding any other provision of this Section 6 shall terminate upon 2, the consummation closing of a Qualifying Public Offering the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (as defined in the Plan"Securities Act").
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with All of the Company or a Related Entity terminates for any reason at any time or (ii) a Change Stock shall be subject to the right and option of Control occurs, the Company and/or its designees) shall have Corporation to repurchase the option Stock (the "Purchase Option") as set forth in this Section 3. In the event Purchaser shall, prior to purchasethe closing of a registered public offering of the Corporation's Common Stock, and if cease to be employed by the option is exercised, you Corporation (including a parent or your executor or subsidiary of the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathCorporation) for any reason, or your legal representative in no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the event of your incapacity (hereinafter, collectively with such optionee"Termination"), the Purchase Option shall come into effect. Following a Termination, the Corporation shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in Section 1 hereof (the "GrantorOption Price")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Stock.
(b) The Company Within 180 days following a Termination, the Corporation shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Stock pursuant to exercise of the Purchase Option within one Option. If the Corporation (1or its assignee) year from elects to purchase the Stock hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Corporation, or, at Corporation's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Corporation (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased Stock and the determination certificates representing the Stock so purchased shall be cancelled. The Option Price shall be payable, at the option of the Board Corporation, by cancellation of Directors all or any outstanding indebtedness of Purchaser to the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateCorporation or in cash or by check.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in expire and shall be of no effect upon the case occurrence of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten following:
(10i) days one year after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchaseddate of this Agreement,
(dii) To assure a change of control of the enforceability Company, which is defined as any person (as that term is used in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)), other than the holders of any of the Company's rights under securities as of the date of this Section 6Agreement, each certificate is or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially becomes the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering beneficial owner (as defined in Rule 13d-3 promulgated under the PlanExchange Act) directly or indirectly of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities (assuming conversion of all outstanding convertible non-voting securities into voting securities and the exercise of all outstanding options and all other securities which are convertible to voting securities, or
(iii) upon the approval by the Company's shareholders of (A) the sale of all or substantially all of the assets of the Company, (B) the merger or consolidation or any reorganization or restructuring of the Company (other than a merger, consolidation, reorganization or restructuring in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change in the ownership of the Company's then outstanding shares that would be deemed a change in control pursuant to clause (i), above), or (C) a plan of liquidation or dissolution of the Company, or
(iv) upon the termination of the Employee's employment from the Company, by the Company without Cause as defined in the Employee's Employment Agreement.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Nationwide Electric Inc)
Purchase Option. (a) If (i) your relationship with The Shares shall vest as follows: 25% on January 1, 2009 and in equal 6.25% increments every three months thereafter commencing on March 19, 2009 until fully vested on December 19, 2011, as long as Executive is employed by the Company on each such vesting date (each a “Vesting Date”). Except as provided in Section 3(c) and Section 3(d), in the event that the Recipient ceases to be employed by the Company (as an employee or a Related Entity terminates officer of, or an advisor or consultant to, the Company) for any reason at any time or no reason, with or without cause, prior to December 19, 2011 (ii) a Change of Control occursthe “Final Vesting Date”), vesting shall cease and the Company and/or its designees) shall have the right and option (the "“Purchase Option"”) to purchasepurchase from the Recipient, and if at a price of $0.01 per Share (the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the “Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(sPrice”), some or all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable that are not then vested Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of Notwithstanding any other provision herein, the Board of Directors of the Fair Market Value per share Company (the “Board”) may, in its discretion, at any time waive its right to repurchase Shares or remove or modify any part or all of the restrictions applicable to the Shares, provided that the Board may only exercise such Purchasable Shares. If no notice is given within rights in extraordinary circumstances, which shall include, without limitation, death or disability of the time limit specified aboveRecipient; estate planning needs of the Recipient; a merger, consolidation, sale, reorganization, recapitalization or change in control of the Purchase Option shall terminateCompany; or any other nonrecurring significant event affecting the Company or the Recipient.
(c) The purchase price to be paid for In the Purchasable Shares purchased pursuant to event that the Purchase Option shall be, Recipient’s employment with the Company is terminated by reason of death or disability (as defined in Section 22(e)(3) of the case of any Option SharesCode), the Fair Market Value per share times the Recipient’s Shares shall vest with respect to an additional number of shares being purchased, and in Shares that would have vested during the case one-year period following the termination of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at Recipient’s employment with the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,.
(d) To assure Notwithstanding anything to the enforceability of contrary in this Section 3 or in Section 10, if the Recipient’s employment with the Company is terminated, then the Shares shall be subject to any applicable, superseding vesting terms as set forth in the Executive Employment Agreement, dated December 18, 2007, between the Recipient and the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject any successor agreement thereto (the “Employment Agreement”), to this Option the extent such Employment Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESis then effective."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If (i) your relationship The Company (and/or any person or entity designated by it) shall have an option to purchase, at the price determined pursuant to subparagraph (iii) of this Section 8.7(b), all of the Units held by any Member (other than US LEC, ▇▇▇▇▇▇▇ or Aab) who dies, is dissolved, is adjudicated to be incompetent, who voluntarily files for bankruptcy or is adjudicated as bankrupt, who is liquidated, for whom a receiver is appointed, who makes an assignment for the benefit of its creditors or who ceases to be employed by the Company for any or no reason, including, but not limited to, retirement, resignation or termination (with or without cause). The option granted to the Company under this Section 8.7(b) shall be exercisable for a period ending ninety (90) days after the Company’s receipt of written notice of any of the foregoing events. Such notice may be given by any Member or Manager with knowledge of such event.
(ii) The decision of whether to exercise any option accruing to the Company under this Section 8.7(b) (and whether to designate any purchaser other than the Company) shall be made by the vote of the Board of Managers (not including the selling Member if he, she or it is also a Manager) acting unanimously and in its sole discretion.
(iii) If the Company elects to exercise an option accruing to it pursuant to this Section 8.7(b), it shall do so by transmitting to the Member (or the legal representative of the Member) whose Units are the subject thereof, not later than the date of expiration of the applicable option period, a written notice setting forth (A) the name and address of each purchaser, (B) the number of Units to purchased by each purchaser, (C) the purchase price to be paid by each purchaser for such Units (as determined pursuant to subparagraph (v) of this Section 8.7(b)), and (D) the date (which shall be not later than thirty (30) days after the date of expiration of the option period) on which payment (in the manner provided in subparagraph (iv)) of the purchase price for said Units shall be made, The failure of the Company to exercise an option accrued pursuant to Section 8.7(b) shall not be deemed to constitute a waiver of the Company’s rights to exercise any other option that has previously accrued or may subsequently accrue pursuant to this Section 8.7(b) in respect of any Units as to which such option has not been exercised.
(iv) On the payment date fixed as provided in subsection (iii) hereof, the purchase price for the Units in respect of which an option accruing under this Section 8.7(b) has been exercised shall be paid on the terms hereinafter set forth (or as otherwise mutually agreed by the relevant parties). Except as provided below, each purchaser (whether the Company or a Related Entity terminates for any reason at any time person or (ii) a Change of Control occurs, the Company and/or its designeesentity designated by it) shall have the option pay twenty percent (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option20%) of the Option Shares and/or total purchase price to be paid for the Option held Units to be purchased by the Grantor (such Option Shares purchaser in cash and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice deliver in writing to the Grantor payment of the exercise balance thereof a promissory note payable in four (4) equal installments each in the amount of twenty percent (20%) of the Purchase Option within one (1) year from total purchase price, payable on the first, second, third and fourth anniversaries of the date of the termination initial cash payment. The note shall provide that the outstanding principal balance shall bear interest at the applicable federal rate as set forth in the Code for obligations of your relationship or such Change of Controlsimilar length. Such notice All accrued but unpaid interest shall state the number of Purchasable Shares to be purchased due and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatepayable annually when principal payments are due.
(cv) The purchase price to be paid for any Unit purchasable upon the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case exercise of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights an option accruing under this Section 68.7(b) shall, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend except as provided in substantially Sections 3.6(b) and 3.6(c), be the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate book value thereof as determined by generally accepted accounting principles consistently applied based upon the consummation last annual audit prior to the exercise of such option, provided, however, that any insurance proceeds received by the Company or to which it is entitled upon the life of a Qualifying Public Offering (as defined deceased Member shall be excluded in the Plan)determination of book value.
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with the The Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option right (the "Purchase Option") to purchasepurchase all or any part of the Stock received pursuant to this Agreement that has not as yet vested in accordance with the vesting schedule set forth in Section 3 of this Agreement ("Unvested Shares") on the following terms and conditions:
(a) The Company shall, simultaneously with termination of your Continuous Service, purchase at the Price Per Share all of the Unvested Shares, unless the Company agrees to waive its Purchase Option as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to you or your representative (with a copy to the Escrow Agent) within ninety (90) days after the termination of your Continuous Service, and if the option is exercisedEscrow Agent may then release to you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Purchase Option as to all of the Unvested Shares, you (or your executor or the administrator then upon such termination of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optioneeContinuous Service, the "Grantor")) Escrow Agent shall sell transfer to the Company and/or its assignee(s), all or any portion (at the Company's option) number of Unvested Shares the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")Company is purchasing.
(b) The Company shall give notice in writing pay for the purchase of any Unvested Shares with respect to the Grantor of the exercise of the which it exercises its Purchase Option in cash or by cancellation of purchase money indebtedness within one ninety (190) year from the date of days after the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateContinuous Service.
(c) The purchase price to Stock issued under this Agreement shall be paid for the Purchasable Shares purchased held in escrow pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case terms of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (Joint Escrow Instructions attached hereto as defined in the Plan).Exhibit C.
Appears in 1 contract
Purchase Option. (a) If The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (i) your relationship through (vii) below:
(i) If the Option Holder's active service with the Company or a Related Entity terminates Subsidiary is terminated by the Option Holder or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option Options held by the Grantor (such Option Shares and Option Options collectively being referred to as the "Purchasable Shares").
(bii) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of the termination Option Holder's Termination of your relationship or such Change of ControlService. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe deemed to have terminated.
(ciii) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the any Option, the Fair Market Book Value per share (less the applicable per share Option exercise price) times the number of Vested vested Shares (including by acceleration if applicable) subject to such Option which are being purchased, less purchased by the applicable per share Option Exercise PriceCompany. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(div) To assure ensure the enforceability of the Company's rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement or Options shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(ev) The Company's rights under this Section 6 paragraph (m) shall terminate upon the consummation of a Qualifying an Initial Public Offering (as defined in the Plan)Offering.
Appears in 1 contract
Purchase Option. (a) If (i) your relationship employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designeesdesignee(s) shall have the option (the "Purchase Option") to purchase, and if the option Purchase Option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share less the applicable per share Exercise Price, times the number of Vested Exercisable Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 67, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).:
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Clientlogic Corp)
Purchase Option. The Company shall have the right and option (the “Purchase Option”) to purchase some or all of the Shares from the Participant for a sum of $.001 per Share (the “Option Price”), subject to the following:
(a) If (i) your relationship with The Company may not exercise the Purchase Option until such time, if any, as the Participant ceases to be a director of the Company for a reason other than the Participant’s death or a Related Entity terminates for any reason at any time or “permanent and total disability” (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as defined in the event. first sentence of your deathSection 22(e)(3), or your legal representative in the event of your incapacity (hereinafterany successor provision, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred Internal Revenue Code of 1986, as amended from time to as the "Purchasable Shares"time).
(b) The It is understood and expected that the Participant will attend all or substantially all Board events in person or by telephone. If, as determined by the Board, the Participant is absent from a significant number of Board events, the Company shall give notice in writing may exercise the Purchase Option. While not limiting the discretion of the Board, it is understood and expected that absences are more likely to be excused if they result from a family or personal emergency such as death, illness or similar unexpected event. Also, while not limiting Board discretion, it is understood and expected that absences are less likely to be excused if they result from business conflicts or emergencies.
(c) Subject to the Grantor first sentence of Section 3(c), the Company may not exercise of the Purchase Option within one upon or after the earliest to occur of (1i) year from the date of the termination first annual meeting of your relationship stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, (ii) the occurrence of a Change in Control (as defined below) and (iii) the death of Controlthe Participant. Such notice shall state For purposes of clarity (and without limiting the foregoing), if the Participant is not absent from a significant number of Purchasable Shares Board events and continues to serve as a director of the Company until the date of the first annual meeting of stockholders of the Company (or any special meeting held in lieu of such annual meeting) to occur after the date of this Agreement, the Company shall never be purchased entitled to exercise the Purchase Option with respect to any of the Shares. A “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following clauses shall occur: (i) any Person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d) of the determination Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent or more of the combined voting power of the Company’s then-outstanding securities; (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Fair Market Value per share Company (the “Incumbent Board”), cease for any reason to constitute a majority thereof (provided, however, that an individual becoming a director subsequent to the date of such Purchasable Shares. If no notice is given this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the directors then comprising the Incumbent Board shall be included within the time limit specified abovedefinition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual election contest (or such terms used in Rule 14a-11 of Regulation 14A promulgated under the Purchase Option shall terminate.
(cExchange Act) The purchase price to be paid for or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case Board of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability Directors of the Company's rights under this Section 6); or (iii) the stockholders of the Company consummate a merger or consolidation of the Company with any other corporation, each certificate other than a merger or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined consolidation that would result in the Plan)voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim Group, LLC, as registered owner of this Unit Purchase Option (a) If the “Holder” and, together with all other holders of any portion of this Unit Purchase Option as the context herein requires, the “Holders”), to Nautilus Marine Acquisition Corp., a company formed pursuant to the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (i) your relationship with the Company or a Related Entity terminates for any reason “Company”), Holder is entitled, at any time or from time to time after the closing of the Offering (iias defined below) a Change of Control occurs, and during the Company and/or its designees) shall have the option period commencing (the "Purchase Option"“Commencement Date”) to purchase, and if on the option is exercised, you later of: (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")i) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering Business Transaction and (ii) twelve months following the Effective Date (defined below), and expiring at or before 5:00 p.m., New York City local time [·], 2016 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to One Hundred Fifty Thousand (150,000) units (the “Units”) of the Company. Each Unit consists of (i) one share of Common Stock, $.0001 par value (“Common Stock”) and (ii) one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Each Warrant is on the same terms and conditions as defined the warrants underlying the Units being registered for sale to the public by way of the Registration Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the Planterms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $11.00 per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option.
Appears in 1 contract
Sources: Purchase Option Agreement (Nautilus Marine Acquisition Corp)
Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) through (g) below:
(a) If (i) your relationship the Employee’s active service with the Company or a Related Entity terminates Subsidiary is terminated by the Employee or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "“Purchase Option"”) to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's ’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "“Purchasable Shares"”).
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of Termination of Service of the termination of your relationship or such Change of ControlEmployee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.be deemed to have terminated. Service Agreement July, 2007
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in be the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's ’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure ensure the enforceability of the Company's ’s rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION ’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."”
(e) The Company's ’s rights under this Section 6 7 shall terminate upon the consummation of a Qualifying an Initial Public Offering (as defined in the Plan)Offering.
Appears in 1 contract
Purchase Option. The Employee’s Shares are subject to repurchase as provided below in subsections (a) through (g) below:
(a) If (i) your relationship the Employee’s active service with the Company or a Related Entity terminates Subsidiary is terminated by the Employee or by the Company for any reason at any time or (ii) a Change of Control occursCause, the Company and/or its designeesdesignee(s) shall have the option (the "“Purchase Option"”) to purchase, and if the option Purchase Option is exercised, you the Grantor (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")as defined below) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's ’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "“Purchasable Shares"”).,
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from after the date of Termination of Service of the termination of your relationship or such Change of ControlEmployee. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the Board of Directors of the Fair Market Value per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebe deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in be the case of any Option Shares, the Fair Market Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of shares Shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price for the Purchasable Shares shall be paid in cashcash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the Company's ’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaserspurchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of, and paid to the holder of, all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure ensure the enforceability of the Company's ’s rights under this Section 6hereunder, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "Service Agreement July 2007 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION ’S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."”
(e) The Company's ’s rights under this Section 6 7 shall terminate upon the consummation of a Qualifying an Initial Public Offering (as defined in the Plan)Offering.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of ▇▇▇▇ Capital Partners, LLC, as registered owner of this Unit Purchase Option (a) If the “Holder” and, together with all other holders of any portion of this Unit Purchase Option as the context herein requires, the “Holders”), to Lucid, Inc., a New York corporation (i) your relationship with the Company or a Related Entity terminates for any reason “Company”), the Holder is entitled, at any time or (ii) a Change of Control occurs, from time to time after the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) closing of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined below) and during the period commencing (the “Commencement Date”) on December 27, 2012 (the one year anniversary of the Effective Date (defined below)), and expiring at or before 5:00 p.m., New York City local time, on December 27, 2016 (the five year anniversary of the Effective Date (defined below)) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Fifteen Thousand Two Hundred and Sixty Eight (15,268) units (the Plan“Units”) of the Company. Each Unit consists of (i) one share of Common Stock, $0.01 par value (“Common Stock”) and (ii) one warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of the Registration Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $5.04 per Unit (the “Exercise Price”). The number of Units purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option.
Appears in 1 contract
Purchase Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Maxim Partners, LLC (a“Holder”), as registered owner of this Purchase Option, to IncrediMail Ltd., an Israeli corporation (the “Company”), Holder is entitled to subscribe for, purchase and receive, in whole or in part, up to [ ] ([ ]) If (i) your relationship with ordinary shares, par value NIS 0.01 per share, of the Company or a Related Entity terminates for any reason (the “Shares”), at any time or during the period commencing one year (iithe “Commencement Date”), and expiring at 5:00 p.m. New York City Time five (5) years, (“Expiration Date”) from the closing date of the Company’s initial public offering (the “Closing Date”) described in that certain registration statement on Form F-1, as amended (No. 333-129276) (the “Registration Statement”) pursuant to which the Company has registered the Shares. If the Expiration Date is a Change of Control occursday on which banking institutions in New York City are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company and/or its designees) shall have agrees not to take any action that would terminate the option Purchase Option. This Purchase Option is initially exercisable at $[ ] per share purchased [125% of the initial public offering price per share] (the "“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option") to purchase, including the Exercise Price and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of received upon such Purchasable Shares. If no notice is given within the time limit specified aboveexercise, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Priceadjusted as therein specified. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).term “
Appears in 1 contract
Purchase Option. (a) If (i) your relationship employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"), subject to the Company's compliance with the conditions hereinafter set forth.
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver or shall cause to be delivered to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers). In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by or upon the scheduled closing date, at the option of the purchasers) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To assure the enforceability of the Company's rights under this Section 67, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 7 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).Offering
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Capstar Broadcasting Partners Inc)
Purchase Option. (a) If A total of 37,500 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an officer, employee or consultant of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination a member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason, or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to continued employment by or consultancy with the Company, twenty percent (20%) of the Stock shall vest 12 months after May 15, 1995 (the "Vesting Commencement Date"), and one sixtieth (1/60) of the Stock shall vest at the end of each month thereafter. Five years after the Vesting Commencement Date, all of the Stock purchased hereunder shall be vested, provided that the Purchaser continues to be an employee, officer, Director or consultant of the Company.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,
(d) To assure Company and the enforceability fair market value of the shares, as determined by the Board of Directors of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCompany the difference between the fair market value of the shares repurchased and the aggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If A total of 250,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor 11th day of each month following July 11, 2000 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such Purchasable Shares. termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If no notice Purchaser's position is given within eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the time limit specified aboveAcquiror, the Purchase Option shall terminate.
lapse with respect to all of the Stock; (ciii) The purchase price to be paid for If Purchaser's services as an employee, officer, consultant or member of the Purchasable Shares purchased pursuant to Board of Directors of the Purchase Option shall be, in Company is terminated by the case Acquiror during the first year of any Option Sharessuch service following the Acquisition, the Fair Market Value per share times the number of shares being purchased, and in the case portion of the Option, Stock which would have vested absent such termination during the Fair Market Value per share times period through the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability second anniversary of the Company's rights under this Section 6Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, each certificate officer, consultant or instrument representing Option Shares subject to this Option Agreement member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall bear a conspicuous legend in substantially vest immediately on the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESfirst anniversary of the Acquisition."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If (i) your relationship with In the event that the Participant ceases to serve as a Director of the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occursno reason, with or without cause, prior to , the Company and/or its designees) shall have the right and option (the "“Purchase Option"”) to purchasepurchase from the Participant, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right for a sum equal to exercise the Option by bequest or inheritance in the event. of your deathPrice per share, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell any shares then subject to the Company and/or its assignee(s)Purchase Option. All of the Shares shall be subject to the Purchase Option prior to . On , all or any portion (] of such Shares will no longer be subject to the Purchase Option and at the Company's option) end of each full month thereafter, ] of such Shares shall no longer be subject to the Purchase Option until such time as all of such Shares and/or are no longer subject to the Purchase Option. The Shares that are subject to the Purchase Option held by the Grantor (such Option Shares and Option collectively being are referred to hereon as the "Purchasable “Unvested Shares")” and the Shares that are no longer subject to the Purchase Option are referred to hereby as the “Vested Shares.”
(b) The In the event that the Participant’s employment with the Company shall give notice in writing to is terminated by reason of death or permanent and total disability (within the Grantor meaning of Section 22(e)(3) of the exercise Internal Revenue code of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above1986, as amended), the Purchase Option shall terminatelapse as to all of the Unvested Shares for which the Purchase Option would have otherwise become exercisable.
(c) The purchase price to be paid for Upon the Purchasable Shares purchased pursuant to occurrence of a Change of Control Event (as hereinafter defined), the Purchase Option shall be, in the case of any Option immediately lapse as to all remaining Unvested Shares, the Fair Market Value per share times the number thereby rendering all Shares Vested Shares. For purposes of shares being purchasedthis subsection (c), and in the case a “Change of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price Control Event” shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).mean:
Appears in 1 contract
Sources: Restricted Stock Agreement (Infinity Pharmaceuticals, Inc.)
Purchase Option. (a) If In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company's Purchase Option (ias defined below).
(b) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) The company shall have the right and option to repurchase the Shares (the "Purchase Option") as set forth in this Paragraph 3 at a price of $.00l per share (the "Option Price"). In the event Purchaser shall cease to purchasebe employed by the Company (including a parent or subsidiary of the Company) for any reason, and if except as provided in subparagraph (d) hereof (the option is exercised"Termination"), you (or your executor or the administrator of your estate or Purchase Option shall come into effect. Following a Termination, the Person who acquired Company shall have the right as provided in subparagraph (c) hereof, to exercise the Purchase Option by bequest to purchase from the Purchaser or inheritance in his personal representative, as the event. of your deathcase may be, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) Option Price any or all of the Option Shares and/or in which Purchaser has not acquired a vested interest in accordance with the Option held by vesting provisions below:
(i) 25% vested as of June 25, 1990;
(ii) 2.1% vested on the Grantor 25th day of each month beginning June 25, 1991 for the next thirty-six (such Option 36) months so that the Shares and Option collectively being referred to will be fully vested as the "Purchasable Shares")of June 25. 1994.
(bc) The Within forty-five (45) days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(b), as to whether it wishes to purchase the Grantor of the Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year elects to purchase the Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the company not later than fifteen (15) days from the date of such notice. At such closing, the termination of your relationship Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased and the determination certificates representing the Shares so purchased shall be cancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Purchase Option has been exercised from Purchaser to the Company. The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or in cash (by check), or both.
(d) In the event Purchaser's employment shall terminate as a result of his death or permanent disability, the Purchase Option shall not apply to the Company and shall thereafter be terminated. Purchaser shall be deemed permanently disabled in the event he is unable, as a result of a mental or physical condition, to perform his employment duties to the Company and a qualified physician, acceptable to the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified aboveCompany, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant establishes to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case reasonable satisfaction of the Option, the Fair Market Value per share times the number Board of Vested Shares subject to Directors that such Option which are being purchased, condition will continue for a period of not less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten than one (101) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESyear."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Pericom Semiconductor Corp)
Purchase Option. (a) If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall Wats▇▇ ▇▇▇ll have the exclusive right and option described in this Section 2.5 (the "Purchase Option") to purchaseacquire from RPPI, upon the scheduled termination of this Agreement as set forth in Section 5.1 hereof, (i) all of RPPI's rights to market, sell and if distribute the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance Royalty-Bearing Products in the event. Territory (including the assignment of your death, or your legal representative rights under the Jago License Agreement set forth in the event of your incapacity Consent Agreement) and (hereinafterii) an exclusive, collectively with such optioneeperpetual license to use the Licensed Trademark in the Territory (collectively, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable SharesRoyalty-Bearing Product Rights").
(b) The Company purchase price for the Royalty-Bearing Product Rights shall give notice be Fifteen Million Dollars ($15,000,000.00) (the "Rights Purchase Price"). The Rights Purchase Price shall be paid in advance by Wats▇▇ ▇▇ RPPI on July 1, 1997, by wire transfer to an account specified in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminateby RPPI.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall bebe conclusively deemed to have been exercised by Wats▇▇ ▇▇ of February 1, in 2001, unless Wats▇▇ ▇▇▇ivers to RPPI a written notice specifically stating its election not to exercise the case of any Option SharesPurchase Option; provided, the Fair Market Value per share times the number of shares being purchasedhowever, that such notice shall be effective solely if it is given between December 1, 2000 and in the case January 31, 2001; and provided further that time is expressly made of the essence for purposes of this Section 2.5(c). After delivery of such a notice timely electing not to exercise the Purchase Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price RPPI shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten thirty (1030) days after the purchase price has been determined. At such closingscheduled expiration of this Agreement in accordance with Section 5.1 hereof return the Rights Purchase Price to Wats▇▇, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,▇▇gether with interest accrued thereon at 6.0% per annum.
(d) To assure In the enforceability event Wats▇▇ ▇▇▇rcises or is deemed to have exercised the Purchase Option during the time period set forth in Section 2.5(c) or as provided in Section 2.5(e), then the purchase hereunder of the Company's rights under Royalty-Bearing Product Rights shall be effective as of, and shall occur at 11:59 p.m. on, the scheduled expiration of this Agreement in accordance with Section 6, each certificate 5.1 hereof and the parties shall promptly execute such assignments and other documents of conveyance and transfer as may be necessary or instrument representing Option Shares subject appropriate in order to this Option Agreement shall bear a conspicuous legend in substantially transfer the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESRoyalty-Bearing Product Rights to Wats▇▇ ▇▇ and as of that date and time."
(e) The Company's rights under this Section 6 shall terminate upon Notwithstanding anything herein to the consummation contrary, in the event of a Qualifying Public Offering Change of Control of Wats▇▇, ▇▇PI shall have the right within 60 days of such Change of Control of Wats▇▇ ▇▇ accelerate the Purchase Option and deem it duly exercised, such right to be exercised by delivery to Wats▇▇ ▇▇ a written notice declaring the Purchase Option so accelerated and exercised. In such event any rights hereunder of Wats▇▇ ▇▇ elect not to exercise the Purchase Option and receive a refund of the Rights Purchase Price shall terminate.
(as defined in f) Wats▇▇ ▇▇▇ll have the Plan)unconditional right during the term of this Agreement to make Improvements to the formulation of any Royalty-Bearing Product.
Appears in 1 contract
Purchase Option. (a) If (i) your relationship with All Stock purchased by the Employee pursuant to the terms of this Agreement shall be subject to the option of the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, with respect to the Company and/or its designees) shall have the option purchase thereof (the "Purchase Option") under circumstances set forth in this Section 2.
(a) If the employment of the Employee by the Company is terminated (i) voluntarily by the Employee or (ii) by the Company for "cause" at any time prior to purchasethe dates set forth below, and if the option is exercisedCompany shall have the right, you (or your executor or within 60 days after the administrator date of your estate or the Person who acquired the right any such termination, to exercise the Purchase Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell as to the Company and/or its assignee(s), all or any maximum portion (at the Company's option) of the Option Shares and/or Stock determined according to the Option held by following table: If Termination of Employment Portion of the Grantor Stock Subject Occurs to the Purchase Option: ---------------------------- ---------------------------- Prior to 12/31/96: 50% From (such Option Shares and Option collectively being referred including) 12/31/96 to as the "Purchasable Shares").(but excluding) 12/31/97: 33.33% From (and including) 12/31/97 to (but excluding) 12/31/98: 16.67% On and after 12/31/98: None
(b) The Purchase Option shall be exercisable by the Company shall give notice in writing at a price per share of Stock equal to the Grantor lesser of the exercise Issue Price or the fair market value of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of Stock as determined by the Board of Directors in accordance with the Plan. The Company may assign any or all of its rights to exercise a Purchase Option under this Section 2. If the Company (or its assignee) shall fail to exercise the Purchase Option with respect to any part or all of the Fair Market Value per share Stock subject thereto, such Stock may thereafter be held and transferred by the Employee (or other holder thereof), subject, however, to any transfer or purchase restrictions applicable thereto pursuant to the Company's charter or by-laws or any other agreement relating to the Stock or applicable law. Stock not subject to the Purchase Option is herein referred to as "Vested Stock."
(c) Notwithstanding anything to the contrary in this Agreement, in the event of such Purchasable Shares. If no notice is given within a "Change of Control", all Stock held by the time limit specified aboveEmployee issued under this Agreement, and securities issued in respect thereof, shall be deemed Vested Stock and the Purchase Option shall terminate.
immediately terminate and be of no further force and effect. A "Change of Control" shall mean (ci) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case direct or indirect acquisition by any person of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case 50% or more of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability aggregate voting power of the Company's rights under this Section 6, each certificate (ii) the sale of all or instrument representing Option Shares subject substantially all of the assets of the Company (other than a merger or consolidation of the Company with, or the sale of all or substantially all of the assets of the Company to, any entity if 50% or more of the aggregate voting power of such entity is held immediately after such transaction by persons who were stockholders of the Company immediately prior to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plansuch transaction).
Appears in 1 contract
Sources: Founder Restricted Stock Agreement (Exchange Applications Inc)
Purchase Option. (a) If A total of 400,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event Purchaser shall cease to serve as an employee, officer, consultant or member of your incapacity the Board of Directors of the Company for any reason or no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (hereinafter, collectively with such optioneethe "Termination"), the Purchase Option shall come into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . Subject to Purchaser's continued service as an employee, officer, consultant or member of the Company and/or its assignee(s), all or any portion (at Board of Directors of the Company's option, one forty-eighth (1/48) of the Option Shares and/or shall vest on the Option held by the Grantor first day of each month following February 1, 2000 (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(c) If there is any sale of all, or substantially all, of the assets of the Company, or any merger or consolidation as a result of which the holders of the Company's capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 3(a) above, shall be amended as follows:
(i) If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the Board of Directors of the Fair Market Value per share Company or the Acquiror (as the case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such Purchasable Shares. termination date without any acceleration or continued vesting of the Stock beyond the date of Purchaser's voluntary termination; (ii) If no notice Purchaser's position is given within eliminated and/or Purchaser is not offered a position with comparable remuneration, function or location in the time limit specified aboveAcquiror, the Purchase Option shall terminate.
lapse with respect to all of the Stock; (ciii) The purchase price to be paid for If Purchaser's services as an employee, officer, consultant or member of the Purchasable Shares purchased pursuant to Board of Directors of the Purchase Option shall be, in Company is terminated by the case Acquiror during the first year of any Option Sharessuch service following the Acquisition, the Fair Market Value per share times the number of shares being purchased, and in the case portion of the Option, Stock which would have vested absent such termination during the Fair Market Value per share times period through the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability second anniversary of the Company's rights under this Section 6Acquisition shall vest immediately upon such termination; or (iv) If the Purchaser completes one year of continuous service as an employee, each certificate officer, consultant or instrument representing Option Shares subject to this Option Agreement member of the Board of Directors of the Company or the Acquriror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall bear a conspicuous legend in substantially vest immediately on the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESfirst anniversary of the Acquisition."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) All of the Shares subject to this Agreement shall be subject to the Company’s right to purchase the Shares (the “Purchase Option”), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Grant Date. Until the Purchase Option lapses the Shares shall be referred to herein as “Unreleased Shares.”
(b) If Participant ceases to be a Service Provider for any reason, specified below, the Company or its assignee shall have the right and option to purchase from Participant (or Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows:
(i) your relationship with To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a Related Entity terminates for any reason result of Participant’s death, at any time or a purchase price equal to the Fair Market Value of such Shares as of the date of such termination;
(ii) To the extent vested as of the Separation Date, if a Change Participant ceases to be a Service Provider by reason of Control occurs, a termination of the Participant’s employment by the Company and/or its designeesfor Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and
(iii) shall have Notwithstanding the option (the "Purchase Option") to purchaseforegoing, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively Participant’s material breach of the terms of any agreement with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s)that is in effect on or after Participant’s Separation Date, all or excluding Section 9 of any portion (at Employment Agreement that Participant might have with the Company's option) , if applicable, at a purchase price equal to $0.01 per Share as of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of such breach, to the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination extent vested as of the Board of Directors of the Fair Market Value per share date of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebreach.
(c) The purchase price Company may exercise its Purchase Option by delivering, personally or by registered mail, to be paid for Participant (or his or her transferee or legal representative, as the Purchasable Shares purchased pursuant case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option shall be, in and setting forth a date for closing not later than thirty (30) days from the case mailing of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cashnotice. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after ’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,therefor.
(d) To assure At its option, the enforceability Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES’s office."
(e) The Company's rights under this Section 6 shall terminate upon Should any provision of the consummation Purchase Option be determined by a court of law to be ineffective or unenforceable, the Company reserves the right to delay exercise of such Purchase Option until such time as it becomes effective and enforceable; provided, however, that in any such event, the Company reserves the right to assign its right to purchase Shares hereunder to a Qualifying Public Offering Principal Investor (as such term is defined in the PlanStockholders’ Agreement).
(f) For purposes of this agreement:
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Chaparral Energy, Inc.)
Purchase Option. (a) All of the Shares subject to this Agreement shall be subject to the Company’s right to purchase the Shares (the “Purchase Option” ), which Purchase Option shall lapse upon the seventh (7th) anniversary of the Grant Date. Until the Purchase Option lapses the Shares shall be referred to herein as “Unreleased Shares.”
(b) If Participant ceases to be a Service Provider for any reason, specified below, the Company or its assignee shall have the right and option to purchase from Participant (or Participant’s personal representative, as the case may be) the Participant’s vested Unreleased Shares as follows:
(i) your relationship with To the extent vested as of the Separation Date, if a Participant ceases to be a Service Provider by reason of a termination of the Participant’s employment by the Company without Cause, by Participant for or without Good Reason, as a Related Entity terminates for any reason result of Participant’s death, at any time or a purchase price equal to the Fair Market Value of such Shares as of the date of such termination;
(ii) To the extent vested as of the Separation Date, if a Change Participant ceases to be a Service Provider by reason of Control occurs, a termination of the Participant’s employment by the Company and/or its designeesfor Cause, at a purchase price equal to $0.01 per Share as of the date of such termination; and
(iii) shall have Notwithstanding the option (the "Purchase Option") to purchaseforegoing, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively Participant’s material breach of the terms of any agreement with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s)that is in effect on or after Participant’s Separation Date, all or excluding Section 9 of any portion (at Employment Agreement that Participant might have with the Company's option) , if applicable, at a purchase price equal to $0.01 per Share as of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of such breach, to the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination extent vested as of the Board of Directors of the Fair Market Value per share date of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminatebreach.
(c) The purchase price Company may exercise its Purchase Option by delivering, personally or by registered mail, to be paid for Participant (or his or her transferee or legal representative, as the Purchasable Shares purchased pursuant case may be), within six (6) months of the Separation Date, a notice in writing indicating the Company’s intention to exercise the Purchase Option shall be, in and setting forth a date for closing not later than thirty (30) days from the case mailing of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cashnotice. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after ’s office. At the closing, the holder of the certificates for the vested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the vested Unreleased Shares, and the Company shall deliver the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,therefor.
(d) To assure At its option, the enforceability Company may elect to make payment for the vested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES’s office."
(e) The Company's rights under this Section 6 shall terminate upon Should any provision of the consummation Purchase Option be determined by a court of law to be ineffective or unenforceable, the Company reserves the right to delay exercise of such Purchase Option until such time as it becomes effective and enforceable; provided, however, that in any such event, the Company reserves the right to assign its right to purchase Shares hereunder to a Qualifying Public Offering Principal Investor (as such term is defined in the PlanStockholders’ Agreement).
(f) For purposes of this agreement:
Appears in 1 contract
Sources: Restricted Stock Award Grant Notice and Restricted Stock Agreement (Chaparral Energy, Inc.)
Purchase Option. (a) If A total of 2,000,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 500,000 of the Shares shall vest one year from November 22, 1999 (the "Vesting Commencement Date"), then one forty-eighth (1/48) monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined in the Plan)case may be) prior to the one-year anniversary of the Acquisition, the Stock will vest only up to such termination date without any acceleration or continued vesting of the Stock
(iv) If the Purchaser completes one year of continuous service as an employee, officer, consultant or member of the Board of Directors of the Company or the Acquiror following the Acquisition, then the portion of the Stock which would otherwise have vested over the period through the second anniversary of the Acquisition shall vest immediately on the first anniversary of the Acquisition.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. A total of ____ shares of the Stock (a"Purchasable Shares") If (i) your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchaseserve as a consultant to the Company, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathfor any reason, or your legal representative in no reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the event of your incapacity (hereinafter, collectively with such optionee"Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("GrantorOption Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares")) shall sell . ____ shares of the Stock have a Vesting Date of ____ __, ____. Subject to the Company and/or its assignee(s), all or any portion (at consultancy with the Company's option, one twenty-fifth (1/25) of the Option Shares and/or remaining Stock shall vest on the Option held by the Grantor fifteenth of each month after ____ __, ____ (such Option Shares and Option collectively being referred to as the "Purchasable SharesVesting Commencement Date").
(b) The . Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Fair Market Value per share of Company, exceeds the repurchase price, and such Purchasable Shares. If no notice is given within the time limit specified above, assignee exercises the Purchase Option Option, then the assignee shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant pay to the Purchase Option shall be, in Company the case of any Option Shares, difference between the Fair Market Value per share times the number of shares being purchased, and in the case fair market value of the Option, shares repurchased and the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESaggregate repurchase price."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If A total of 450,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") as set forth in this paragraph 3. In the event Purchaser shall cease to purchaseserve the Company as a consultant, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your deathemployee, or your legal representative in as a member or Chairman of the event Board of your incapacity Directors for at least an average of two (hereinafter2) days per week until August 1, collectively 1998 and an average of one (1) day per week thereafter (the "Minimum Service Requirement") for any reason, or no reason, with such optioneeor without cause, including involuntary termination, death or temporary or permanent disability (the "Termination"), the "Grantor")) Purchase Option shall sell to come into effect. Following a Termination, the Company and/or its assignee(s)shall have the right, all as provided in subparagraph (b) hereof, to purchase from the Purchaser or any portion (his personal representative, as the case may be, at the Company's optionpurchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Option Purchasable Shares and/or which remains unvested as of the Option held by date of the Grantor Termination (such Option Shares and Option collectively being referred to as the "Purchasable Unvested Shares"). Subject to the Minimum Service Requirement, 9,375 shares of the Stock shall vest at the end of each month after August 1, 1997 (the "Vesting Commencement Date"). Provided that the Purchaser continues to meet the Minimum Service Requirement until four (4) years after the Vesting Commencement Date, all of the Stock purchased hereunder shall be vested.
(b) The Within 90 days following a Termination, the Company shall give notify Purchaser by written notice delivered or mailed as provided in writing subparagraph 9(c), as to whether it wishes to purchase the Grantor of the Unvested Shares pursuant to exercise of the Purchase Option within one Option. If the Company (1or its assignee) year from elects to purchase the Unvested Shares hereunder, it shall set a date for the closing of the termination of your relationship transaction at a place and time specified by the Company or, at Company's option, such closing may be consummated by mail as provided in Section 9(c) hereof. At such closing, the Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Unvested Shares to be purchased and the determination certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the Company (including but not limited to indebtedness under the Note) or in cash or by check. If the Purchase Option is assigned by the Company and the fair market value of the shares, as determined by the Board of Directors of the Fair Market Value per share of Company, exceeds the repurchase price, and such Purchasable Shares. If no notice is given within the time limit specified above, assignee exercises the Purchase Option Option, then the assignee shall terminate.
(c) pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price. The purchase price to be paid for provisions of this paragraph 3 shall terminate on the Purchasable Shares purchased closing date of a sale of assets or merger or other business combination of the Company pursuant to the Purchase Option shall be, in the case which shareholders of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon the consummation Company receive securities of a Qualifying Public Offering (as defined in the Plan)buyer whose shares are publicly traded.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)
Purchase Option. (a) If Without prejudice to the enforcement of the rights and remedies of the Administrative Agent or the Revolving Lenders under this Agreement or the other Financing Documents, during the period of five (5) Business Days after the first to occur of (i) your relationship with receipt by the Company or Required Term Lenders of written notice by the Administrative Agent of the intent of the Administrative Agent and the Required Revolving Lenders to accelerate the Loans following the occurrence of an Event of Default (a Related Entity terminates for any reason at any time "Trigger Notice") or (ii) the commencement of any bankruptcy, insolvency, liquidation, reorganization or similar proceeding in respect of any Credit Party or its debts, or of a Change substantial part of Control occursits assets, or the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, or (iii) the 75th day after the delivery of a Required Term Lender Remedy Notice pursuant to Section 7.02(b) (provided that such Required Term Lender Remedy Notice shall not have been withdrawn and the Event of Default that entitled the Required Term Lenders to send such Required Term Lender Remedy Notice shall be continuing), or (iv) the occurrence of an Event of Default pursuant to Sections 7.01(a) or 7.01(b), or (v) the occurrence of an Event of Default pursuant to Section 7.01(d) resulting from the Borrowers’ failure to comply with Section 6.10 (each a “Triggering Event”), the Company and/or its designees) Term Lenders shall have the option (but not the "obligation) by delivery of irrevocable written notice to the Administrative Agent (a “Purchase Option"Notice”) to purchase, and if purchase from the option is exercised, you Revolving Lenders all (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's optionbut not less than all) of the Option Shares and/or outstanding Revolving Loans and to assume all (but not less than all) of the Option held outstanding Revolving Commitments, provided that such purchase and sale will not conflict with any law, rule, regulation or order of any court or other governmental authority having jurisdiction over the Revolving Lenders. If, for any reason, the Administrative Agent does not receive a Purchase Notice by the Grantor end of the five (5) Business Days period described above, the rights of the Term Lenders to purchase the Revolving Loans under this Section 9.18 as a result of such Option Shares Triggering Event shall automatically terminate and Option collectively being referred the Revolving Lenders shall have no further obligation to sell or assign their Revolving Loans and/or their Revolving Commitments to the Term Lenders unless a new Triggering Event occurs. The Administrative Agent shall deliver to the Required Term Lenders any Trigger Notice (x) in the absence of Exigent Circumstances, not less than five (5) Business Days prior to taking any actions described in (a)(i) above or (y) if Exigent Circumstances exist, as soon as practicable and in any event contemporaneously with the "Purchasable Shares")taking of such action.
(b) The Company shall give notice in writing If any Term Lenders send to the Grantor Administrative Agent a Purchase Notice within five (5) Business Days of the occurrence of a Triggering Event, the Administrative Agent and the Revolving Lenders shall not accelerate the Loans or exercise any remedies. On the third Business Day after receipt by the Administrative Agent of the Purchase Option within one Notice (1or on such earlier date after receipt by the Administrative Agent of the Purchase Notice as the Revolving Lenders and Required Term Lenders may agree), each Revolving Lender shall sell to those Term Lenders that have elected to purchase the Revolving Loans and Revolving Commitments (the “Purchasing Lenders”), and the Purchasing Lenders shall purchase from each of the Revolving Lenders, all (but not less than all) year from of the outstanding Revolving Loans and shall assume all (but not less than all) of the outstanding Revolving Commitments. From and after the date of such purchase and sale, the termination of your relationship Revolving Lenders shall have no obligation under this Agreement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share other Financing Documents as lenders, it being understood that all of such Purchasable Sharesobligations shall be assumed by the Purchasing Lenders. If no notice is given within From and after the time limit specified abovedate of such purchase and sale, the Purchase Option Swingline Lender shall terminatehave no obligation to advance any additional Swingline Loans to the Borrowers.
(c) The Upon the date of such purchase and sale, the Purchasing Lenders shall (A) pay to the Administrative Agent for the benefit of the Revolving Lenders an amount equal to the sum of (x) 100% of the then unpaid principal amount of all outstanding Revolving Loans (including, without limitation, all outstanding Swingline Loans and Protective Advances), together with interest accrued and unpaid thereon and any unpaid fees due and payable thereon but, except as provided below, excluding any prepayment premium, make-whole obligation or early termination fee (but exclusive of the outstanding LC Exposure) plus (y) all expenses of the Administrative Agent and the Revolving Lenders to the extent earned or due and payable in accordance with this Agreement and the other Financing Documents; (B) furnish to the Administrative Agent for the benefit of the Revolving Lenders and the Issuing Bank cash collateral pursuant to agreements, instruments and documents reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to the outstanding LC Exposure in an amount equal to 105% of then outstanding LC Exposure; provided, that after the date of such purchase and sale, without the prior written consent of the Purchasing Lenders, the Administrative Agent and the Revolving Lenders will not amend, modify, renew or extend any Letters of Credit for which the Purchasing Lenders have provided cash collateral to the Administrative Agent and the Revolving Lenders at the time of the purchase and sale; and (C) indemnify for a period not to exceed 30 days the Administrative Agent and the Revolving Lenders for any checks or other payments provisionally credited to the Revolving Loans within the 30 day period prior to the date of such purchase and sale and as to which the Administrative Agent or the Revolving Lenders do not subsequently receive final payment (together with the amount set forth in clause (A) and the cash collateral furnished pursuant to clause (B), the “Purchase Price”). Anything contained in this Section 9.18 to the contrary notwithstanding, in the event that (i) the Purchasing Lenders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to this Agreement in cash, (ii) all Revolving Loans purchased by the Purchasing Lenders and all of the other Obligations, including principal, interest and fees thereon and costs and expense of collection thereof (including reasonable attorneys fees and legal expenses), are repaid in full in cash, and (iii) this Agreement is terminated, in each case, within 90 days following the date on which the Purchasing Lenders pay the Purchase Price, then, within 3 Business Days after receipt by the Purchasing Lenders of such amounts, the Purchasing Lenders shall pay a supplemental purchase price to be paid the Revolving Lenders in respect of their purchase under this Section 9.18 in an amount equal to the portion of the applicable prepayment premium, make-whole obligation or early termination fee received by the Purchasing Lenders to which the Revolving Lenders would have been entitled to receive had the purchase under this Section 9.18 not occurred. Upon the date of such purchase and sale, the Purchasing Lenders shall remit the Purchase Price by wire transfer of immediately available funds to such bank account as the Administrative Agent may designate in writing to the Purchasing Lenders for such purpose. The Administrative Agent and the Purchasable Shares purchased Revolving Lenders will promptly provide the Purchasing Lenders with written notification of the cancellation or termination of any Letters of Credit for which the Purchasing Lenders have provided cash collateral to the Administrative Agent and the Revolving Lenders at the time of the purchase and sale. Upon the termination of all outstanding Letters of Credit and the payment of all amounts due in respect of the outstanding LC Exposure, the balance, if any, of any cash collateral furnished pursuant to this Section 9.18(c) and provided by the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price Purchasing Lenders shall be paid by the Administrative Agent to the Purchasing Lenders.
(d) Such purchase and sale shall be made pursuant to customary assignment documentation reasonably acceptable to the Revolving Lenders and the Purchasing Lenders, but in cash. The closing any event shall be expressly made without representation or warranty of such any kind by the Revolving Lenders or otherwise and without recourse to the Revolving Lenders, except for representations and warranties required to be made by the Revolving Lenders in connection with assignments of loans pursuant to Section 9.04 of this Agreement (as in effect on the date hereof).
(e) In the event that the Purchasing Lenders purchase shall take place at the Company's principal executive offices within ten Revolving Loans and assume the Revolving Commitments as provided in this Section 9.18, (10i) days after each of the purchase price has been determined. At such closingRevolving Lenders, the Grantor Term Lenders, the Administrative Agent, the Issuing Bank and each Credit Party, by its acknowledgment hereof agrees that it will execute any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law or which the Administrative Agent, the Revolving Lenders or the Purchasing Lenders may reasonably request to effectuate the terms of this Section 9.18 and (ii) if the Administrative Agent or the Purchasing Lenders so elect, the Administrative Agent shall immediately resign and the Required Term Lenders may appoint a successor Administrative Agent in accordance with Article VIII. In the event of any such resignation by the Administrative Agent, the Administrative Agent shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,Purchasing Lenders any original Financing Documents and any Collateral in its possession.
(df) To assure Notwithstanding anything to the enforceability contrary set forth in this Agreement or in any other Financing Document, the Credit Parties acknowledge and agree that no such purchase by the Purchasing Lenders of the Company's rights under Revolving Loans and assumption of the Revolving Commitments pursuant to this Section 69.18 shall limit or impair the obligations of the Credit Parties under the Credit Agreement to indemnify the Administrative Agent and the Revolving Lenders in respect of acts, each certificate omissions, facts, events, conditions or instrument representing Option Shares subject circumstances existing or arising on or prior to this Option Agreement the date on which the Revolving Loans are so purchased and the Revolving Commitments are so assumed, all of which indemnification obligations shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
(e) The Company's rights under this Section 6 shall terminate upon survive the consummation of a Qualifying Public Offering (as defined in the Plan)such purchase and assumption.
Appears in 1 contract
Sources: Credit Agreement (Usec Inc)
Purchase Option. (a) If (i) your relationship with the Company In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or a Related Entity terminates for dispose of any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance interest in the event. of your death, or your legal representative in Shares while the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell Shares are subject to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Purchase Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"defined below).
(b) The Company shall give notice have the right and option to repurchase the Shares (the "Purchase Option") as set forth in writing this Paragraph 3 at a price of $.00l per share (the "Option Price"). In the event purchaser shall cease to be employed by the Grantor Company (including a parent or subsidiary of the Company) for any reason, except as provided in subparagraph (d) hereof (the "Termination"), the Purchase Option shall come into effect. Following a Termination, the Company shall have the right as provided in subparagraph (c) hereof, to exercise the Purchase Option to purchase from the Purchaser or his personal representative, as the case may be, at the Option Price any or all of the Shares in which Purchaser has not acquired a vested interest in accordance with the vesting provisions below:
(i) 25% vested as of June 25, 1990;
(ii) 2.1% vested on the 25th day of each month beginning June 25, 1991 for the next thirty-six (36) months so that the Shares will be fully vested as of June 25, 1994.
(c) Within forty-five (45) days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(b), as to whether it wishes to purchase the Shares pursuant to exercise of the Purchase Option within one option. If the Company (1or its assignee) year elects to purchase the Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than fifteen (15) days from the date of such notice. At such closing, the termination of your relationship Company (or such Change of Control. Such notice its assignee) shall state tender payment for the number of Purchasable Shares to be purchased and the determination certificates representing the Shares so purchased shall be cancelled. Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Purchase Option has been exercised from Purchaser to the Company. The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or in cash (by check), or both.
(d) In the event Purchaser's employment shall terminate as a result of his death or permanent disability, the Purchase Option shall not apply to the Company and shall thereafter be terminated. Purchaser shall be deemed permanently disabled in the event he is unable, as a result of a mental or physical condition, to perform his employment duties to the Company and a qualified physician, acceptable to the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified aboveCompany, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant establishes to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case reasonable satisfaction of the Option, the Fair Market Value per share times the number Board of Vested Shares subject to Directors that such Option which are being purchased, condition will continue for a period of not less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten than one (101) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,
(d) To assure the enforceability of the Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESyear."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Pericom Semiconductor Corp)
Purchase Option. (a) If Upon receipt of a notice and offer from an Offeror pursuant to Subparagraph 1(a), ▇▇▇▇▇▇▇ may elect to purchase all, but not less than all, of the Offered Shares by giving written notice of such election to the Offeror within one (i1) your relationship business day from receipt of such notice. In the case of an offer and notice pursuant to Subparagraph 1(a)(i), the purchase price shall be due and payable no later than three (3) business days following notice of acceptance of the offer, upon tender of certificates evidencing the Shares duly endorsed for transfer. In the case of an offer and notice pursuant to Subparagraph 1(a)(ii) above, payment of the purchase price shall be in accordance with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares")bona fide offer.
(b) The Company If ▇▇▇▇▇▇▇ shall give notice in writing fail to accept the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares offer pursuant to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given Paragraph 1 above within the time limit specified aboveperiod set forth above as to all Offered Shares, the Purchase Option Offeror may, within sixty (60) days thereafter, sell all of such Offered Shares on the open market (if notice was given under Subparagraph 1(a)(i)) or pursuant to the original bona fide offer transmitted to ▇▇▇▇▇▇▇ and on the terms and conditions set forth in the notice to ▇▇▇▇▇▇▇ of such bona fide offer (where notice was given under Subparagraph 1(a)(ii)), free and clear of this Agreement. If such sale of the Offered Shares on the open market or pursuant to said bona fide offer, as the case may be, is not consummated within said sixty (60) day period, such sale shall terminatenot be permitted and the Offered Shares once again shall be subject to all of the restrictions of this Agreement.
(c) The If nonfungible property such as securities or real estate constitutes a portion of the purchase price to be paid for the Purchasable Shares purchased due and payable pursuant to the Purchase Option shall be, in bona fide offer and such bona fide offer depends on the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case unique situation of the Optionbona fide offeree, or otherwise cannot be precisely duplicated by anyone other than the Fair Market Value per share times the number of Vested Shares subject bona fide offeree, purchases by ▇▇▇▇▇▇▇ pursuant to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price an offer under Subparagraph 1(a)(ii) shall be paid in cash. The closing made for a consideration and upon terms and conditions which constitute the reasonable economic equivalent of such purchase shall take place at the Company's principal executive offices within ten (10) days after the purchase price has been determinedand terms of the bona fide offer, as mutually determined by the parties. At For purposes of this Subparagraph 2(c), ▇▇▇▇▇▇▇'▇ promissory note shall be considered the reasonable economic equivalent of the promissory note of the bona fide offeree notwithstanding any differences in the financial condition of ▇▇▇▇▇▇▇ and such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased,bona fide offeree.
(d) To assure If ▇▇▇▇▇▇▇ fails to pay the enforceability purchase price when due, the Shareholder may elect to (i) rescind the sale, in which case the Shares can be held or sold, free and clear of the Company's rights this Agreement; or (ii) declare ▇▇▇▇▇▇▇ in default, and pursue ▇▇▇▇▇▇▇ by any and all legal measures and exercise any remedy available under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESapplicable law."
(e) The Company's rights under this Section 6 shall terminate upon the consummation of a Qualifying Public Offering (as defined in the Plan).
Appears in 1 contract
Purchase Option. (a) If A total of 250,000 shares of the Stock (i"Purchasable Shares") your relationship with shall be subject to the right and option of the Company or a Related Entity terminates for any reason at any time or to repurchase such shares (ii) a Change of Control occurs, the Company and/or its designees) shall have the option (the "Purchase Option") to purchase, and if the option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance as set forth in the eventthis paragraph 3. of your death, or your legal representative in In the event of your incapacity (hereinafterPurchaser shall cease to serve as an employee, collectively with such optioneeofficer, the "Grantor")) shall sell to the Company and/or its assignee(s), all consultant or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination member of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If Company for any reason or no notice is given within reason, with or without cause, including involuntary termination, death or temporary or permanent disability (the time limit specified above"Termination"), the Purchase Option shall terminatecome into effect, subject to Section 3(c) below. Following a Termination, the Company shall have the right, as provided in subparagraph (b) hereof, to purchase from the Purchaser or his personal representative, as the case may be, at the purchase price per share originally paid as set forth in paragraph 1 hereof ("Option Price") that portion of the Purchasable Shares which remains unvested as of the date of the Termination (the "Unvested Shares"). Subject to Purchaser's continued service as an employee, officer, consultant or member of the Board of Directors of the Company, 8/48 of the Shares shall vest on March 13, 2001 (the "Vesting Commencement Date") and 1/48/th/ monthly thereafter.
(cb) The Within 90 days following a Termination, the Company shall notify Purchaser by written notice delivered or mailed as provided in subparagraph 9(c), as to whether it wishes to purchase price the Unvested Shares pursuant to be paid exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Unvested Shares hereunder, it shall set a date for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case closing of the Optiontransaction at a place and time specified by the Company or, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company's principal executive offices within ten (10option, such closing may be consummated by mail as provided in Section 9(c) days after the purchase price has been determinedhereof. At such closing, the Grantor Company (or its assignee) shall deliver tender payment for the Unvested Shares and the certificates representing the Unvested Shares so purchased shall be canceled. The Option Price shall be payable, at the option of the Company by cancellation of all or any outstanding indebtedness of Purchaser to the purchasersCompany (including but not limited to indebtedness under the Note) or in cash or by check. If the certificates or instruments evidencing Purchase Option is assigned by the Purchasable Shares being purchased,Company and the fair market value of the shares, as determined by the Board of Directors of the Company, exceeds the repurchase price, and such assignee exercises the Purchase Option, then the assignee shall pay to the Company the difference between the fair market value of the shares repurchased and the aggregate repurchase price.
(dc) To assure If there is any sale of all, or substantially all, of the enforceability assets of the Company, or any merger or consolidation as a result of which the holders of the Company's rights under this capital stock immediately prior to such transaction own less than 50% of the combined voting power of all shares of capital stock of the surviving entity (the "Acquiror") following such transaction (each, an "Acquisition"), then the Purchase Option in favor of the Company, as set forth in Section 63(a) above, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."be amended as follows:
(ei) The Company's rights under this Section 6 shall terminate upon If Purchaser voluntarily terminates his service as an employee, officer, consultant or member of the consummation Board of a Qualifying Public Offering Directors of the Company or the Acquiror (as defined in the Plan).case may be) prior to the one-year anniversary of the Acquisition, the Stock will
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Evolve Software Inc)