Reacquisition Right Clause Samples

POPULAR SAMPLE Copied 1 times
Reacquisition Right. The Company shall simultaneously with the termination of the Participant’s Service automatically reacquire for no consideration all of the Unvested Shares (the “Reacquisition Right”), unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to the Participant (with a copy to Escrow Agent) within ninety (90) days after the termination of Service, and Escrow Agent may then release to the Participant the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Reacquisition Right as to all of the Unvested Shares, then upon such termination of Service, Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring. The Reacquisition Right shall expire when all of the shares have become Vested Shares. Notwithstanding the foregoing, if necessary to avoid a charge to earnings for financial accounting purposes, the Company shall not exercise its Reacquisition Right until at least six (6) months (or such other period required for financial accounting purposes) have elapsed following the Participant’s acquisition of the shares of Stock issued pursuant to this Award, unless otherwise determined by the Board. In the event of a Change of Control or other change in the Company’s capital structure (as provided in Section 5 of the Plan), the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent corporation), if any, in connection with such transaction. To the extent the Reacquisition Right remains in effect following such transaction, it shall apply to the new capital stock or other property received in exchange for the Stock under this Award in consummation of such transaction.
View SourceView Similar (4)
Reacquisition Right. In the event that (a) the Participant’s service to the Corporation is terminated or, (b) the Participant, the Participant’s legal representative, or other holder of Shares acquired pursuant to this Award Agreement, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Change-in-Control), including, without limitation, any transfer to a nominee or agent of the Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Corporation shall automatically reacquire the Unvested Shares, and the Participant shall not be entitled to any payment therefor (the “Corporation Reacquisition Right”).
View SourceView Similar (2)
Reacquisition Right. In the event the Purchaser ceases to be a Service Provider for any or no reason (including death or Disability) before all of the Shares of Restricted Stock are released from the Company’s Reacquisition Right (see Section 4), all such Shares will thereupon be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company (the “Reacquisition Right”). The Purchaser will not be entitled to a refund of the price paid for any Shares of Restricted Stock returned to the Company pursuant to this Section 3. Upon such termination, the Company will become the legal and beneficial owner of the Shares of Restricted Stock being forfeited and reacquired by the Company and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Shares of Restricted Stock being reacquired by the Company.
View SourceView Similar (2)
Reacquisition Right. If an Event of Default (as defined below) shall occur anytime during the two (2) year period following the Closing Date, Lucent shall, upon 30 days prior written notice to Buyer, have the right to reacquire all or any portion of the Purchased Assets at their then fair market value (to be determined by the Auditor), less all loss, cost, damage and expense of Lucent arising out of or resulting from the Event of Default and the exercise of Lucent's rights hereunder. For purposes of this Agreement, any or all of the following events shall be deemed an "
View Source
Reacquisition Right. (i) In the event Purchaser’s Continuous Service terminates, Purchaser will forfeit and the Company will automatically reacquire (the “Reacquisition Right”), without any required action or notice to Purchaser, on the date that is ninety (90) days after the termination of Participant Continuous Service (the “Reacquisition Date”) all Unvested Shares as of the date of Purchaser’s termination of Continuous Service for a per Share price equal to the Reacquisition Price (as defined below). Purchaser hereby agrees to take whatever action the Company deems necessary to effectuate the Company’s reacquisition of the Unvested Shares and the exercise of the Reacquisition Right hereunder. Notwithstanding anything to the contrary in this Section 3(b) or in this Agreement, the Company may elect to waive, in its sole discretion, its Reacquisition Right in whole or in part by providing written notice to you, at any time prior to or on the Reacquisition Date, and the Escrow Agent may then release to you the number of shares of Common Stock not being reacquired by the Company and/or cause any applicable restrictions to be removed from the Shares with the Company’s transfer agent (or other applicable custodian). (ii) As used herein, the term “Reacquisition Price” shall mean he lower of (x) the Fair Market Value of the Common Stock (as determined under the Plan) on the date of reacqusition or (y) the price equal to Purchaser’s Exercise Price per Share as indicated in Section 1 and in the Grant Notice.
View Source
Reacquisition Right. (i) Subject to the vesting schedule set forth in Section 3(a)(iii), the Shares shall, upon Recipient’s termination of Service (as defined in the Plan), be subject to a reacquisition right in favor of the Company (the “Reacquisition Right”). There shall be no consideration required to be paid for the redemption of shares pursuant to the Reacquisition Right; however, the Recipient shall be required to return to the Company any cash dividends paid or payable with respect to the Shares underlying the Reacquisition Right and for which the record date precedes the redemption. (ii) Unless Recipient is otherwise notified by the Company prior to the termination of Service that the Company does not intend to exercise its Reacquisition Right as to some or all of the Shares, the execution of this Agreement by the parties constitutes written notice to Recipient of the Company’s intention to exercise its Reacquisition Right with respect to all Shares to which such Reacquisition Right applies. As a result of any reacquisition of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being redeemed and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being redeemed by the Company, without further action by Recipient. (iii) All of the Shares shall initially be subject to the Reacquisition Right. Provided that Recipient continues to provide Service to the Company, the Shares shall be released from the Reacquisition Right on January 20, 2013 so long as holders of the Company’s Series C-12 Convertible Preferred Stock have not redeemed any or all of their shares on or before such date.
View Source
Reacquisition Right. In the event of any voluntary or involuntary termination of the Award Recipient's employment by or services to the Company for any reason or no reason (including death or disability) before all of the Shares are released from the Company's reacquisition right (see Section 5), the Company, shall simultaneously with such termination automatically reacquire for no consideration all of the Unvested Shares (as defined in Section 5), unless the Company agrees to waive its reacquisition right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to the Award Recipient or the Award Recipient's representative (with a copy to the Escrow Holder as defined in Section 7 below) and the Escrow Holder may then release to Award Recipient the number of Shares not being reacquired by the Company. If the Company does not waive its reacquisition 1. right as to all of the Unvested Shares, then upon such termination, the Escrow Holder shall transfer to the Company the number of shares being reacquired by the Company.
View Source

Related to Reacquisition Right

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

  • Repurchase Right (i) (A) At any time prior to the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the lesser of (1) the purchase price per Share as provided herein or (2) the Current Market Price (as defined herein) of the Common Stock; and (B) at any time on or after the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the Current Market Price of the Common Stock. Such right of the Company may be exercised by providing a notice of repurchase (the “Repurchase Notice”) to the Purchaser not less than five business days prior to the date repurchase is to be made pursuant to this Section 4(e), specifying the date of such repurchase (the “Repurchase Date”) and the number of shares of Class B Stock to be repurchased. The Repurchase Notice having been so given by the Company, the aggregate repurchase price for the shares of Class B Stock to be so repurchased shall become due and payable on the Repurchase Date. (ii) For purposes of this Agreement: (A) “Current Market Price” per share of a security at any date herein shall mean the average daily Closing Price (as defined herein) of such security for the 20 consecutive Trading Days (as defined herein) preceding such date (subject to equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in such security); provided, however, that in the case of the Common Stock, where no public market exists for the Common Stock at the time of exchange, the Current Market Price per share of the Common Stock shall be as determined by an independent investment banking firm experienced in the valuation of securities of property and casualty insurance companies and selected by the Company (at the Company’s expense); provided that, after receipt of the determination by such firm, the Purchaser shall have the right to select (at the expense of the Purchaser) a second such investment banking firm to make such determination, in which case the Current Market Price shall be the average of the two determinations; and provided further that such determination need not be made more frequently than once every six months and any determination shall be superceded by a good faith determination by the Company’s board of directors that shall be required if a material event reasonably likely to affect the value of the Common Stock (such as a placement of equity securities) should occur after the next preceding determination, whether by an investment banking firm or firms, or by the Company’s board of directors.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Repurchase Rights (i) Upon the termination of employment of the Grantee by the Company or any of its Subsidiaries for any reason (the reason for the termination of such employment, the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company shall have the right (but not the obligation) to purchase, and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the Company, all or any portion (as determined by the Company) of the Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per Settlement Share equal to an amount (the “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). The Company may assign its right to purchase all or any portion of the Purchased Shares under this Section 7 to the DCP Investor and the DCP Investor may exercise the rights of the Company under this Section 7 in the same manner in which the Company could exercise such rights. (iii) The closing of the purchase by the Company or the DCP Investor of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date chosen by either the Company or the DCP Investor, as applicable, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. At such closing, (i) the Company or the DCP Investor, as applicable, shall pay the Grantee and/or such Grantee’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Purchased Shares, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares to be purchased by the Company or the DCP Investor, as applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Purchased Shares by any Person selling such Purchased Shares pursuant to this Section 7(a)(iii) shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as contemplated; (y) such Purchased Shares are free and clear of any and all liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares.