Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, for any reason, the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”). (b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate. (e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship Continuous Service Status (as defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of Purchaser’s death or disability (as defined under Section 22(e)(3) of the Option AgreementInternal Revenue Code of 1986, as amended (the “Code”), as applicable, by the Company for any reason or by Purchaser for any reason, the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of upon the date of such termination (the Purchaser’s “Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Repurchase Option, at the price equal to $0.01 per Vesting Share (adjusted for any stock splits, stock dividends and the like) (the “Termination Price”). Notwithstanding the provisions of this Section 4, Holder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the event that the Company elects to exercise its Repurchase Option, the Termination Price may be less than the value of the Vesting Shares being repurchased by the Company, and that Holder bears any risk associated with the potential loss in value.
(b) The Company may exercise its Repurchase Option shall be exercised by deliveringthe Company by written notice at any time within three months following the Termination Date to Holder or, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as in the case may be), within ninety days event of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Companydeath, Purchaser’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place executor, and, at the Company’s officeoption: (i) by delivery to Purchaser or Purchaser’s executor of a check in the amount of the Termination Price for the Vesting Shares being repurchased; (ii) by cancellation by the Company of indebtedness equal to the Termination Price for the Vesting Shares being repurchased; or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Termination Price. At Upon delivery of such notice and payment of the closingTermination Price in any of the ways described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Vesting Shares being transferred shall deliver the stock certificate repurchased and all rights and interest therein or certificates evidencing the Unvested Sharesrelated thereto, and the Company shall deliver have the purchase price thereforright to transfer to its own name the number of Vesting Shares being repurchased by the Company, without further action by any Holder.
(c) At its optionOn the date hereof, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address none of the bank, date of closingShares shall be vested, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% all 1,000,000 of the Unvested Shares (the “Vesting Shares”) shall initially be subject to the Repurchase Option. Of the Vesting Shares, 500,000 Shares shall vest on the Award Date I and 500,000 Shares shall vest on the Award Date II. For purposes of this Agreement, “Award Date I” shall mean the achievement of the milestone set forth on SCHEDULE I attached hereto. The Unvested decision by the Company for purposes of the Award Date I will be signified by the initiation of dosing in clinical studies employing the new formulation in patients with type 2 diabetes or other metabolic disorders involving uncontrolled plasma glucose levels. For purposes of this Agreement, “Award Date II” shall mean the decision by the Company to file any non-provisional patent on the New Formulation. Award Date I and Award Date II can occur in any order and neither is contingent upon the other. Notwithstanding the foregoing, in each case such scheduled release from the Repurchase Option shall immediately cease as of the Termination Date. Notwithstanding the foregoing, if a Triggering Event (as defined in Section 9(i) hereof) occurs, 100% of the total number of Vesting Shares held by Holder that have not yet been released from the Repurchase Option shall be released from the Repurchase Option as of immediately prior to, and contingent upon, the occurrence of such Triggering Event; provided that in accordance with the Vesting Schedule event of a Triggering Event under Section 9(i)(i) or 9(i)(ii), Purchaser’s Continuous Service Status has not terminated prior to such Triggering Event. Notwithstanding the foregoing, or anything else to the contrary set forth in this Agreement, the Option Agreement until parties acknowledge and agree that the Board (excluding the Holder and its affiliates, if applicable) shall at all times have the full right and authority (but without any corresponding obligation) to provide for accelerated vesting of the Vesting Shares are released from on any terms the Repurchase Option. Fractional Shares shall be rounded down to Board (excluding the nearest whole shareHolder and its affiliates, if applicable) deems appropriate.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Viking Therapeutics, Inc.)
Repurchase Option. (ai) In the event of Purchaser’s the voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have ---------------- an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship ----------------- sixty (60) days from such date to repurchase all or any portion of the Shares held by the Shareholder as defined of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price of such Shares (adjusted for share exchanges, stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a -------- ------- period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company to lose its status as "qualified small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to the Shareholder or the Shareholder's executor and, at the Company's option, (A) by delivery to the Shareholder or the Shareholder's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event the Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for any reasonthe Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in accordance with the foregoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchasertransfer to its own name the number of Shares being repurchased by the Company, or Purchaser’s personal representative, as without further action by the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)Shareholder.
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days 795,625 of the date of Shares (the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing "Vesting Shares") shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall -------------- initially be subject to the Repurchase Option. The Unvested 1/36th of the Vesting Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule set forth in the Option Agreement Effective Date, until all Vesting Shares are released from the Repurchase OptionOption (provided in each case that the Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Stock Restriction Agreement (Moai Technologies Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the ---------------- "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all ----------------- or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c100%) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with on the first anniversary of the Vesting Schedule Commencement Date set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole shareAgreement.
Appears in 1 contract
Sources: Stock Option Agreement (Pilot Network Services Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason with or without cause, the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from the effective date of such termination (the "Termination Date") to repurchase ail or any portion of Directorship the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to the Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchasertransfer to its own name the number of Shares being repurchased by the Company, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of without further action by the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): twenty (20%) percent of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on August 1, 1999 and one sixtieth (1/60th) of the Vesting Schedule set forth in Shares shall be released from the Option Agreement repurchase option at the end of each month thereafter until all Shares are released from the Repurchase Optionrepurchase option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (a) In Subject to the event of Purchaser’s Termination of Directorship (as defined terms and conditions provided in the Option Agreement)this Section 3, as applicable, for any reason, the Company Guarantor shall have the right and option (the "OPTION TO SUBSTITUTE") from time to time to purchase from Purchaser, one or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as more of the date Properties and to substitute therefor one or more properties (each, a "REPLACEMENT PROPERTY").
(a) Guarantor may exercise the Option to Substitute only by delivering written notice (each, a "SUBSTITUTION OPTION NOTICE") of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of such right to the Option Acquirer during the period commencing on the day after the Closing Date and expiring, with respect to each Property, on the date on which the initial term of the Sonic Lease for such Property expires or is sooner terminated (the “Repurchase Option”each, a "SUBSTITUTION WINDOW EXPIRATION DATE").
(b) The Company may exercise its Repurchase Option In the event that Guarantor elects to purchase a Property, Guarantor shall simultaneously sell to the Acquirer a Replacement Property that has previously been approved in writing by deliveringthe financial institution (the "LENDER") that has made to the Acquirer or an Affiliate thereof a loan (the "LOAN") secured by the Property in accordance with the qualifications for a Replacement Property under such Lender's requirements. Each date on which the transactions contemplated by this Section 3 are consummated with respect to a Property and a Replacement Property shall be known as a "SUBSTITUTION DATE", personally or by registered mail, to Purchaser which Substitution Date in all events shall not be later than ninety (or his or her transferee or legal representative, as the case may be), within ninety 90) days of after the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase applicable Substitution Option and setting forth a date for closing not later than thirty days from the mailing of such noticeNotice. The closing parties shall take place at reasonably cooperate to consummate the Company’s officesubstitution contemplated by this Section 3 within the aforesaid ninety (90) day period. At the closing, the holder The value of the certificates for Replacement Property shall be approximately equal to the Unvested Shares Purchase Price allocated to the Property being transferred shall deliver replaced but in no event less than the stock certificate or certificates evidencing the Unvested SharesPurchase Price allocated to such Property, and the Company aggregate value of all Replacement Properties shall deliver not exceed the purchase price thereforaggregate value of such replaced Properties by more than Three Million Dollars ($3,000,000.00).
(c) At its optionOn the Substitution Date:
(i) Guarantor shall (A) execute, or cause the Designated Grantee (as hereinafter defined) to execute, a lease in the form attached hereto as Exhibit 1(c) for the Replacement Property (provided, however, (I) that the initial term of such lease shall be the unexpired initial term of the lease of the Property being repurchased, plus two five (5) year renewal periods, and (II) during each year of the term of the lease for the Replacement Property, the Company may elect to make payment base rent and escalation thereunder shall be not less than the base rent and escalation under the lease for the Unvested Shares applicable Property being repurchased, (B) execute a guaranty in the form attached hereto as Exhibit 2(b), (C) execute, acknowledge, and deliver to the Acquirer a bank selected special warranty deed for the Replacement Property, (D) pay the Allocated Property Cost (as hereinafter defined) for such Property in cash or readily available funds (E) execute, acknowledge and deliver to the Acquirer such other documents as may reasonably be requested by the CompanyAcquirer or the Lender, and (F) pay to the Acquirer all out-of-pocket costs incurred by the Acquirer in connection with such purchase of the Replacement Property and sale of the Property (including, without limitation, costs incurred in connection with title insurance policies, surveys, zoning reports, appraisals, building condition surveys, attorneys' fees, deed, mortgage and other recordation, transfer, document and stamp taxes, and any fees imposed by the Lender in connection with such substitution); and
(ii) the Acquirer shall (A) execute, acknowledge and deliver to Guarantor or the Designated Grantee a special warranty deed for the Property, (B) execute and deliver the lease for the Replacement Property set forth in Section 3(c)(i)(A) and (C) pay the Replacement Property Purchase Price (as hereinafter defined) in cash or readily available funds. The Company Property shall avail itself of this option by a notice be conveyed to Guarantor or the Designated Grantee in writing to Purchaser stating the name and address its "as is" condition as of the bankSubstitution Date, date of closingsubject to all restrictions, covenants, declarations, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the easements of record as of such date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be and subject to the Repurchase Optiontenancy of the applicable entity under the applicable Sonic Lease. The Unvested Shares Guarantor shall be released from provide to the Repurchase Option Acquirer representations and warranties customary in accordance a sale transaction in connection with the Vesting Schedule set forth in conveyance of the Option Agreement until all Shares are released from the Repurchase OptionReplacement Property. Fractional Shares The Substitution Date shall be rounded down occur, if at all, prior to the nearest whole shareearlier of (X) the Substitution Window Expiration Date, and (Y) the date on which the Loan (as hereinafter defined) is discharged. "ALLOCATED PROPERTY COST" shall mean the Purchase Price allocated to the Property being replaced, plus all allocated costs capitalized by the Acquirer in connection with the Acquirer's acquisition and ownership of such Property. "REPLACEMENT PROPERTY PURCHASE PRICE" shall mean the fair market value of the Replacement Property as determined by an appraisal reasonably acceptable to the Acquirer.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination relationship with the Company (or a parent or subsidiary of Directorship the Company) terminates for any reason (as defined in the Option Agreementincluding death or disability), as applicable, or for any no reason, such that after such termination Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (a “Service Provider”), then the Company shall have an irrevocable option (the right and option “Repurchase Option”), for a period of ninety (90) days after said termination to purchase repurchase from Purchaser, Purchaser or Purchaser’s personal representative, as the case may be, all at a price per share equal to the Purchase Price, up to but not exceeding the number of Purchaser’s Unvested Shares shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of the date such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be agreed to by the Company and the Purchaser’s Termination of Directorship at ; or (2) as needed to ensure the exercise price paid stock issued by Purchaser for such Shares in connection with the exercise Company does not lose its status as “qualified small business stock” under Section 1202 of the Option Code (as defined below). Purchaser hereby acknowledges that the “Repurchase Option”)Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One Million Six Hundred and Fifty Thousand (or his or her transferee or legal representative, as the case may be), within ninety days 1,650,000) shares of the date of Stock (the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase “Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c”) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be unvested and subject to the Repurchase Option. The Unvested One-sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option in accordance with on a quarterly basis measured from the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are the Stock is released from the Repurchase OptionOption (provided in each case that Purchaser remains a Service Provider as of the date of such release).
(c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. Fractional Shares For purposes hereof, “Change in Control” shall be rounded down mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the nearest whole shareCompany’s operations and activities.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Verastem, Inc.)
Repurchase Option. (ai) In the event of Purchaser’s Termination of Directorship that Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (as defined in the Option Agreement), as applicable, or any successor or its parent company) for any reasonreason (the date of such termination being the "Termination Date"), the Company shall have the right and option (the "Repurchase Option"), for a period of 90 days from such Termination Date (the "Option Period"), to purchase from Purchaser, repurchase any or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of Units that have not yet been released from the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Repurchase Option pursuant to Section 3(b) (the “"Unvested Units") at a repurchase price of $0.0001 per Unit in cash (subject to adjustment for any unit split or similar event) (the "Repurchase Option”Price").
(b) . The Company may exercise its Repurchase Option as to any or all of the Unvested Units at any time during the Option Period by deliveringwritten notice to Purchaser; provided, personally however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Units at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by registered mailthe duration of any such period, to Purchaser in any case where such automatic exercise would result in a violation of applicable law, and the Repurchase Option shall once again be deemed exercisable (or his or her transferee or legal representativeor, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise.
(ii) If the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and setting forth a the Repurchase Option shall thereupon terminate as to any Unvested Units for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closingexercise or deemed exercise, the holder Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the certificates aggregate Repurchase Price for the Unvested Shares Units being transferred repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall deliver become the stock certificate or certificates evidencing legal and beneficial owner of the Unvested SharesUnits being repurchased and all related rights and interests therein, and the Company shall deliver have the purchase price thereforright to retain and transfer to its own name the number of Unvested Units being repurchased by the Company.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(diii) If the Company does neither notifies Purchaser prior to the end of the Option Period of the Company's decision not elect to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option conferred (or within an additional period in accordance with Section 3(a)(i)), then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above by giving for the requisite notice within ninety days following the date Unvested Units deemed repurchased, and in no case shall Purchaser have any claim of Purchaser’s Termination ownership as to any of Directorship, such Unvested Units. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall terminate.
(e) 100% of be the right to receive and retain the Unvested Shares shall initially be subject Units as to the Repurchase Option. The Unvested Shares shall be released from which the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole sharePrice.
Appears in 1 contract
Sources: Common Unit Purchase Agreement (BeautyKind Holdings, Inc.)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); PROVIDED, HOWEVER, that the Repurchase Option shall continue for a period of Directorship up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(as defined ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8 of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option Agreement at the end of each month thereafter, until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional Shares shares shall be rounded down to the nearest whole share.
(iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall be deemed to be released from the Repurchase Option as of the time of such death or disability.
(v) Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date.
(vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to the closing of a sale of equity securities by the Company in which the gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of equity securities are greater than One Million Dollars ($1,000,000) then all of Purchasers' Shares shall remain subject to the Repurchase Option.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship that Executive ceases to be employed by the Company and its Subsidiaries for any reason (as defined in the Option Agreement"SEPARATION"), as applicablethe Executive Stock (whether held by Executive or one or more of Executive's transferees, for any reasonother than the Company) will be subject to repurchase, in each case at the option of the Company, the Company shall have Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the right terms and option to purchase from Purchaser, or Purchaser’s personal representative, as conditions set forth in this Section 3(a) (the case may be, all of Purchaser’s Unvested Shares as "REPURCHASE OPTION"). A percentage of the date of the Purchaser’s Termination of Directorship Executive Stock will be subject to repurchase at the exercise price paid by Purchaser Executive's Original Cost for such Shares shares, calculated in connection accordance with the exercise of the Option following schedule (the “Repurchase Option”"ORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 75% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 50% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 25% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES").
(b) The Company may exercise its Repurchase Option by delivering, personally elect to purchase all or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days any portion of the date Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Purchaser’s Termination of Directorship a notice in writing indicating Executive Stock within 180 days after the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such noticeSeparation. The closing shall take place at Repurchase Notice will set forth the Company’s office. At the closingnumber of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the holder aggregate consideration to be paid for such shares and the time and place for the closing of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and transaction. The number of shares to be repurchased by the Company shall deliver first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase price thereforthe remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock 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 Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(c) At its option, the Company may elect to make payment If for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option conferred above for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the requisite Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice within ninety days following to the date Investors and Bajaj setting forth the number of Purchaser’s Termination shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of Directorshipthe closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall terminatetake place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by them by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) 100% Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Unvested Shares Company shall initially be subject to applicable restrictions contained in the Repurchase OptionDelaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. The Unvested If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall be released from have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down writing to the nearest whole shareholders of the Executive Stock during (i) the thirty-day period beginning on the date the Company, the Investors and Bajaj receive Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board
(g) The provisions of this Section 3 shall terminate upon the consummation of a Sale of the Company.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason with or without cause, the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from the effective date of such termination (the "Termination Date") to repurchase all or any portion of Directorship the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to the Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchasertransfer to its own name the number of Shares being repurchased by the Company, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of without further action by the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Thereafter, the Shares held by Purchaser shall he released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): twenty-five (25%) percent of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on January 20, 2000 and one forty-eighth (1148th) of the Vesting Schedule set forth in Shares shall be released from the Option Agreement repurchase option at the end of each month thereafter until all Shares are released from the Repurchase Optionrepurchase option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (a) In the event Mr. St. Jean's relationship with Chordiant (or a parent or subsidiary of Purchaser’s Termination of Directorship Chordiant), whether as an employee or consultant, is terminated: by Chordiant for Cause (as defined in Section 1(c) below); or by the Option Agreementresignation of Mr. St. ▇▇▇▇ for any reason (other than due to death, disability or for Good Reason (as defined in Section 1(d) below), (any such termination pursuant to (i) or (ii) above being referred to herein as applicablea "Repurchase Option Trigger Event"), then Chordiant shall have an irrevocable option (the "Repurchase Option"), for any reason, the Company shall have the right and option to purchase from Purchasera period of forty-five (45) days after said termination, or Purchaser’s such longer period as may be agreed to by Chordiant and Mr. St. ▇▇▇▇ in writing, to repurchase from Mr. St. ▇▇▇▇ or Mr. St. Jean's personal representative, as the case may be, all without any further consideration, up to but not exceeding the number of Purchaser’s Unvested Shares that have not vested in accordance with the provisions of Section 1(b) below as of the date of the Purchaser’s Termination of Directorship at the exercise price paid such termination date. If Mr. St. Jean's relationship with Chordiant is terminated by Purchaser Chordiant or Mr. St. ▇▇▇▇ for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its any reason other than a Repurchase Option by deliveringTrigger Event, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, then the Repurchase Option shall terminate.
(e) 100% be of no force and effect and the Shares shall be immediately fully vested and owned by Mr. St. ▇▇▇▇. _________ of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall vest and be released from the Repurchase Option on a monthly basis, in accordance equal installments over a thirty-six-month period measured from the Vesting Commencement Date (set forth on the signature page of this Agreement) with the first such installment to vest one month from the Vesting Schedule set forth in Commencement Date and the Option Agreement remaining installments to vest on the corresponding dates of the succeeding months until all the Shares are released from the Repurchase Option. Fractional Shares shall be rounded down Option (provided in each case that Mr. St. Jean's relationship as an employee or consultant of Chordiant (or a parent or subsidiary of Chordiant) has not been terminated prior to the nearest whole sharedate of such release).
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested One-fourth (1/4th) of the total number of Shares shall be released from the Repurchase Option in accordance with on the twelve-month anniversary of the Vesting Schedule Commencement Date (as set forth in on the signature page of this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option Agreement each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c100%) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Agreement Grant until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Cisco Systems Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship the Participant ceases to be employed by the Company and its Subsidiaries for any reason (as defined in the Option Agreement“Termination”), as applicable, the Issued Shares (whether held by the Participant or one or more transferees and including any Issued Shares acquired subsequent to such termination of employment) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option for any reasonIssued Shares shall become effective: (i) if the Participant has not reached the age of 65 on or prior to the date of the Termination, on the later of the date the Participant has held the Issued Shares for six months or the date of the Termination or (ii) if the Participant has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Participant reached the age of 65, the date the Participant has held the Issued Shares for six months or the date of the Termination (the “Repurchase Date”).
(b) If the Participant’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Participant reaches the age of 65 and, at the time of such termination, Participant could not have been terminated by the Company or such Subsidiary with Cause, the purchase price for the Issued Shares shall be the Fair Market Value thereof on the Repurchase Date. If the Participant’s employment with the Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause or (ii) voluntarily terminated by the Participant prior to the date upon which the Participant reaches the age of 65, the purchase price for the Issued Shares shall be the lower of Fair Market Value on the Repurchase Date and Original Cost thereof.
(c) The Company may elect to purchase all or any portion of the Issued Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of Issued Shares within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Issued Shares to be acquired from each holder, the aggregate consideration to be paid for such Issued Shares and the time and place for the closing of the transaction. The number of Issued Shares to be repurchased by the Company shall first be satisfied, to the extent possible, from the Issued Shares held by the Participant at the time of delivery of the Repurchase Notice. If the number of Issued Shares then held by the Participant is less than the total number of Issued Shares which the Company has elected to purchase, the Company shall have purchase the right and option remaining Issued Shares elected to be purchased from the other holder(s) of Issued Shares under this Agreement, pro rata according to the number of Issued Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share).
(d) If for any reason the Company does not elect to purchase all of the Issued Shares pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Issued Shares which the Company has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Issued Shares as to the number of Issued Shares being purchased from Purchasersuch holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Issued Shares which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Issued Shares and the time and place of the closing of the transaction.
(e) The closing of the purchase of the Issued Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Purchaser’s personal representativeSupplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, all will pay for the Issued Shares to be purchased pursuant to the Repurchase Option by delivery of Purchaser’s Unvested Shares as a check or wire transfer of funds to the holders of the date Issued Shares. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the Purchasersellers regarding such sale and to require all sellers’ signatures be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Shares hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the “Company shall inform the Participant of such restrictions in the Repurchase Option”Notice) and shall consummate such repurchase of Issued Shares promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Issued Shares a new Repurchase Notice).
(bg) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days right of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, Company and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested holders of Investor Shares to a bank selected by repurchase Issued Shares pursuant to this Section 2 shall terminate upon the Company. The Company shall avail itself consummation of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officean IPO (as hereinafter defined).
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Stock Option Agreement (CHG Healthcare Services, Inc.)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship that Employee ceases to be employed by the Company and its Subsidiaries for any reason (as defined in the Option Agreement"SEPARATION"), as applicablethe Employee Stock (whether held by Employee or one or more of Employee's transferees, for any reasonother than the Company) will be subject to repurchase, in each case at the option of the Company, the Company shall have Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the right terms and option to purchase from Purchaser, or Purchaser’s personal representative, as conditions set forth in this Section 3(a) (the case may be, all of Purchaser’s Unvested Shares as "REPURCHASE OPTION"). A percentage of the date of the Purchaser’s Termination of Directorship Employee Stock will be subject to repurchase at the exercise price paid by Purchaser Employee's Original Cost for such Shares shares, calculated in connection accordance with the exercise of the Option following schedule (the “Repurchase Option”"ORIGINAL COST SHARES"): DATE PERCENTAGE OF EMPLOYEE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 2nd Anniversary of this Agreement 75% Date immediately following 2nd Anniversary of this Agreement until 3rd Anniversary of this Agreement 50% Date immediately following 3rd Anniversary of this Agreement until 4th Anniversary of this Agreement 25% Date immediately following 4th Anniversary of this Agreement and thereafter 0% The purchase price for the remaining shares of Employee Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES").
(b) The Company may exercise its Repurchase Option by delivering, personally elect to purchase all or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days any portion of the date Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Purchaser’s Termination of Directorship a notice in writing indicating Employee Stock within 180 days after the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such noticeSeparation. The closing shall take place at Repurchase Notice will set forth the Company’s office. At the closingnumber of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the holder aggregate consideration to be paid for such shares and the time and place for the closing of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and transaction. The number of shares to be repurchased by the Company shall deliver first be satisfied to the extent possible from the shares of Employee Stock held by Employee at the time of delivery of the Repurchase Notice. If the number of shares of Employee Stock then held by Employee is less than the total number of shares of Employee Stock which the Company has elected to purchase, the Company shall purchase price thereforthe remaining shares elected to be purchased from the other holder(s) of Employee Stock under this Agreement, pro rata according to the number of shares of Employee Stock 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 Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Employee and the other holders of Employee Stock (if any) pro rata according to the number of shares of Employee Stock to be purchased from such person.
(c) At its option, the Company may elect to make payment If for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option conferred above for all or any portion of the shares of Employee Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the requisite Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Employee Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company shall also deliver written notice within ninety days following to the date Investors and Bajaj setting forth the number of Purchaser’s Termination shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of Directorshipthe closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Employee Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Employee Stock pursuant to the Repurchase Option shall terminatetake place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Employee Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Employee to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Employee Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) 100% Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Employee Stock by the Unvested Shares Company shall initially be subject to applicable restrictions contained in the Repurchase OptionDelaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. The Unvested If any such restrictions prohibit the repurchase of Employee Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Employee delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall be released from have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Employee Stock elected to be repurchased by it by delivering notice of such revocation in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down writing to the nearest whole shareholders of the Employee Stock during (i) the thirty-day period beginning on the date the Company, the Investors and Bajaj receive Employee's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board
(g) The provisions of this Section 3 shall terminate upon the consummation of a Sale of the Company.
Appears in 1 contract
Repurchase Option. (a) The termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause shall be a “Triggering Event.” In the event that a Triggering Event occurs, the Company shall, from the date of Purchaser’s Termination of Directorship termination (as defined in reasonably fixed and determined by the Option AgreementCompany), as applicablehave an option (the “Repurchase Option”) for a period of 90 days to repurchase any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto (the “Unvested Shares”) for no additional consideration. In addition, if the Triggering Event is a termination of Grantee’s Continuous Service by the Company for Cause, then the Repurchase Option will also include an option to purchase any reasonof the Shares that are vested under the vesting schedule set forth on Exhibit A for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the Company by written notice to the Grantee, which notice shall specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price in accordance with the terms herewith, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and option transfer to purchase from Purchaser, or Purchaser’s personal representative, as its own name the case may be, all number of Purchaser’s Unvested Shares as of being repurchased by the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)Company.
(b) The Whenever the Company may exercise its Repurchase Option by deliveringshall have the right to repurchase Shares hereunder, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention board of directors may designate and assign to one or more assignees the right to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing all or part of such notice. The closing shall take place at the Company’s office. At the closing, the holder repurchase rights under this Agreement to purchase all or a part of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested such Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Massive Interactive, Inc.)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). Shares subject to the Company's Repurchase Option are referred to herein as defined "Unvested Shares" and shares that have been released from the Company's Repurchase Option are referred to as "Vested Shares".
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreementamount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company (whether or not said indebtedness is then due and payable), as applicableby cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, for or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Option with one-fourth (1/4th) of the total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until each month thereafter, so that all Shares shares are released from the Repurchase Optionfully vested after four years. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship Purchaser ceases to be ----------------- "employed by the Company" (as defined in the Option Agreement), as applicable, herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company, without further action by Purchaser. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address One hundred percent (100%) of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above Shares purchased by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares Purchaser shall initially be subject to the Repurchase OptionCompany's repurchase option as set forth above. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on the first anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Optionrepurchase option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Pilot Network Services Inc)
Repurchase Option. (a) In If Recipient’s service as a director with the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, Company or any Parent or Subsidiary is terminated for any reason, including death or Disability (such date of termination of service is hereinafter referred to as the “Termination Date”), the Company shall have the right and option right, but not the obligation, to purchase from PurchaserRecipient, or PurchaserRecipient’s personal representative, as the case may be, any or all of Purchaserthe Recipient’s Unvested Shares that have not become vested pursuant to Section 1(d) of this Agreement as of the date Termination Date, at the par value of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Unvested Shares in connection with the exercise of the Option (the “Repurchase Option”)) and otherwise in accordance with the terms set forth below.
(b) The Company may exercise its Repurchase Option by delivering, delivering personally or by registered mail, to Purchaser Recipient (or his or her transferee or legal representative, as the case may be), within ninety days of twelve (12) months after the date of the Purchaser’s Termination of Directorship termination, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days twelve (12) months following the date of Purchaser’s Termination of DirectorshipDate, the Repurchase Option shall terminate.
(ed) 100% Subject to the provisions of Section 1(a) and 1(b) above, and subject to termination pursuant to section 1(c) above, and provided that the applicable Share Vesting Event (as hereinafter defined) occurs prior to the Recipient’s Termination Date, the Repurchase Option shall automatically terminate, and the Unvested Shares shall initially be subject become vested (“Shares”) on the earlier to occur of: (i) the Repurchase Optionapplicable Share Vesting Date (as hereinafter defined), and (ii) upon a Change in Control of the Company ((i) and (ii) individually and collectively referred to as a “Share Vesting Event”). The Unvested Shares shall be released from Share Vesting Date is the earliest date (other than a Change in Control) on which the Repurchase Option in accordance shall terminate with the Vesting Schedule set forth in the Option Agreement until respect to all Unvested Shares are released from the Repurchase Option. Fractional Shares and shall be rounded down , .
(e) For the purposes of this Agreement, “Change in Control” shall mean: (A) a merger, consolidation, share exchange, spin-out or other reorganization involving at least 50% of the voting securities of the Company; (B) a complete liquidation or dissolution of the Company; or (C) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries to any person (other than a transfer to another Subsidiary of the nearest whole shareCompany).
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Infrasource Services Inc)
Repurchase Option. (a) In the event Purchaser's relationship with the Company (or a parent or subsidiary of Purchaser’s Termination of Directorship the Company) terminates for any reason (as defined in the Option Agreementincluding death or disability), as applicable, or for any no reason, with or without cause, such that after such termination Purchaser is no longer an employee of, or consultant to, the Company (and regardless of whether or not Purchaser is then serving as a director of the Company), then the Company shall have an irrevocable option (the right "Repurchase Option"), for a period of ninety (90) days after said termination, or such longer period as may be agreed to by the Company and option to purchase from the Purchaser, to repurchase from Purchaser or Purchaser’s 's personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise original price per share indicated above paid by Purchaser for such Shares Stock ("Option Price"), up to but not exceeding the number of shares of Stock that have not vested in connection accordance with the exercise provisions of the Option (the “Repurchase Option”Sections 2(b), 2(d) and 2(e) below as of such termination date.
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares Stock shall initially be subject to the Repurchase Option. The Unvested Shares On the date one (1) year from the Vesting Commencement Date (as set forth on the signature page to this Agreement) (the "Vesting Anniversary Date") twenty-five percent (25%) (two hundred fifty thousand (250,000) shares) of the Stock subject to the Repurchase Option shall vest and be released from the Repurchase Option. Thereafter, 1/48th of the Stock shall vest and be released from the Repurchase Option in accordance with on a monthly basis measured from the Vesting Schedule set forth in the Option Agreement Anniversary Date, until all Shares are the Stock is released from the Repurchase Option. Fractional Shares Option (provided in each case that Purchaser remains an employee of, or a consultant to, the Company (or a parent or subsidiary of the Company) as of the date of such release).
(c) In the event that Purchaser does not commence continuous service as an employee of, or a consultant to, the Company by April 15, 2001, then the Company shall have an irrevocable option, for a period of ninety (90) days after such date, or such longer period as may be rounded down agreed to by the Company and the Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as the case may be, at the Option Price, one hundred percent (100%) of the Stock.
(d) In the event of a Corporate Transaction, the Repurchase Option shall lapse as to twenty-five percent (25%) of the Stock then subject to the nearest whole shareRepurchase Option, and twenty-five percent (25%) of the Stock then subject to the Repurchase Option shall become fully vested.
(e) If Purchaser is terminated without Cause (as defined below) or if Purchaser terminates his employment for Good Cause (as defined below) at any time within twelve (12) months following a Corporate Transaction, the Repurchase Option shall lapse as to fifty percent (50%) of the Stock then subject to the Repurchase Option, and fifty percent (50%) of the shares of Stock then subject to Repurchase Option shall immediately become fully vested.
(f) For purposes of the Repurchase Option, "Cause" shall mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company; (iii) willful and material breach of Purchaser's duties that has not been cured within 30 days after written notice from the Company's Board of Directors of such breach; (iv) intentional and material damage to the Company's property or (v) material breach of the Proprietary Information and Inventions Agreement. For purposes of the Repurchase Option, "Good Cause" shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Purchaser's consent: (i) substantial reduction of Purchaser's rate of compensation other than in connection with reductions to the rate of compensation of all officers; (ii) material reduction in Purchaser's duties, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Purchaser's new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to assume the Company's obligations under this Agreement in the event of a Corporate Transaction as defined below; or (iv) relocation of Purchaser's principal place of employment to a place greater than 50 miles from Purchaser's then current principal place of employment.
Appears in 1 contract
Sources: Key Employee Agreement (Algorx Pharmaceuticals Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination the voluntary or involuntary termination of Directorship (as defined in employment of Purchaser with the Option Agreement), as applicable, Company for any reason, with or without cause (including death or disability) (a "Termination"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such Notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company, without further action by Purchaser. The Company shall avail itself of this option by If a notice in writing Termination occurs at any time after the date hereof and prior to Purchaser stating the name and address last day of the banktwelfth full calendar month December 1, date of closing, and waiving 1996 (the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship"Initial Period"), the Repurchase Option shall terminate.
(e) apply to 100% of the Unvested Shares shall initially be subject to Shares. On the Repurchase Option. The Unvested last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option in accordance with and 1/48th of the Vesting Schedule set forth in the Option Agreement until all Shares are shall be released from the Repurchase OptionOption on the last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.
Appears in 1 contract
Repurchase Option. The Stock shall be subject to a right (abut not ----------------- an obligation) In of repurchase by the event of Purchaser’s Termination of Directorship Company (as defined in the Option Agreement"Repurchase Option"), as applicable, for any reason, the . The Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares (as defined below) from the Purchaser at the Purchase Price on or after termination of the date of License Agreement (such termination to be pursuant to the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”terms set forth therein).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the a. This Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option lapse in accordance with the Vesting Schedule set schedule attached hereto as Exhibit B (the "Schedule") which sets forth in the --------- amount of Stock which may be repurchased under the Repurchase Option Agreement until ("Unvested Shares") and the corresponding contingencies for repurchase. The Repurchase Option shall terminate and cease to be exercisable with respect to any and all Unvested Shares are released upon the earlier of (i) the date that is seven years from the date hereof; (ii) the date upon which the **; (iii) the consummation of a **Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. merger, consolidation or other reorganization of the Company ("Merger") in which (1) securities representing more than 50% of the total combined voting power of the voting securities of the successor business entity are not immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such Merger, or (2) the consideration to the Company's stockholders for the Merger is not solely voting securities, or (3) at least 50% of the senior executive officers of Company immediately prior to the Merger do not continue as senior executive officers of the successor business entity; (iv) the completion of a sale, transfer or other disposition of all or substantially all of the Company's assets; or (v) the consummation of the Company's sale of its common stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act").
b. The Repurchase Option. Fractional Shares Option shall be rounded down exercised by written notice signed by the President or Treasurer of the Company and delivered as provided in subparagraph 10(b) hereof. The Company may pay for the shares of Stock it has elected to repurchase by delivery of a cashier's check or by wire transfer of immediately available funds in an aggregate amount equal to the nearest whole sharePurchase Price multiplied by the number of shares of Stock being repurchased.
Appears in 1 contract
Sources: Founder Stock Purchase Agreement (Protein Polymer Technologies Inc)
Repurchase Option. (a) In the event that Purchaser's continuous status as an employee or consultant of Purchaser’s the Company (including a parent or subsidiary of the Company) terminates for any or no reason, including resignation, involuntary termination, death or disability (collectively, a "TERMINATION"), the Company shall upon the date of such Termination (as reasonably fixed and determined by the Company) (the "TERMINATION DATE") have an irrevocable right for a period of Directorship ninety (90) days from such Termination Date to repurchase any or all of the Unreleased Shares (as defined in Section 4 hereof) (the Option Agreement"REPURCHASE OPTION"), as applicable, for any reason, the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser Purchase Price for such the Unreleased Shares being repurchased (subject to adjustment as set forth in connection with the exercise of the Option Section 11 hereof) (the “Repurchase Option”"REPURCHASE PRICE").
(b) The Company may exercise its Repurchase Option shall be exercised by delivering, personally the Company within ninety (90) days following the Termination Date by delivering or by registered mail, mailing to Purchaser or Purchaser's executor, (or his or her transferee or legal representativei) written notice in the manner provided for in Section 15 hereof, as and (ii) a check in the case may be), within ninety days amount of the date aggregate Repurchase Price. Upon delivery of such notice and the payment of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the aggregate Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closingPrice as described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Shares being transferred shall deliver the stock certificate repurchased and all rights and interests therein or certificates evidencing the Unvested Sharesrelating thereto, and the Company shall deliver have the purchase price thereforright to retain and transfer to its own name the number of Shares being repurchased by the Company.
(c) At its option, Nothing in this Agreement shall affect in any manner whatsoever the Company may elect to make payment for the Unvested Shares to a bank selected by right or power of the Company. The Company shall avail itself of this option by , or a notice in writing to Purchaser stating the name and address parent or subsidiary of the bankCompany, date or their respective shareholders from removing or otherwise terminating Purchaser's status as an employee or consultant of closing, and waiving the closing at the Company’s office.
(d) If the The Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorshipmay assign its rights and delegate its duties under this Agreement, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to including the Repurchase Option. The Unvested Accordingly, whenever the Company shall have the right to repurchase Shares shall be released from hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement. If the Repurchase Option is assigned by the Company and the fair market value (as of the Termination Date) of the Unreleased Shares being repurchased, as determined in accordance with good faith by the Vesting Schedule set forth in Board of Directors of the Option Agreement until all Shares are released from Company, exceeds the aggregate Repurchase Price, and such assignee exercises the Repurchase Option. Fractional Shares , then the assignee shall be rounded down pay to the nearest whole shareCompany the difference between the fair market value of the Unreleased Shares that are repurchased and the aggregate Repurchase Price.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Genesys Telecommunications Laboratories Inc)
Repurchase Option. (a1) All Unvested Shares, and any stock dividends or stock distributions paid thereon (collectively, the "Restricted Shares"), are subject to the Company's Repurchase Option (as defined below). Vested Shares whether held by Purchaser or by Escrow Holder shall not be considered Restricted Shares.
(2) In the event of the voluntary or involuntary termination of the Purchaser’s 's employment with or services to the Company for any or no reason (including death or disability) (a "Termination") before all of the Restricted Shares become Vested Shares and are released from the Repurchase Option under Section 5, the Company shall, upon the date of the Termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 90 (ninety) days from such date to repurchase all or any portion of the Restricted Shares (i.e., those which have not vested and become Vested Shares and thus have not been released from the Repurchase Option at such time) at the original purchase price per share ($0.35).
(3) The Repurchase Option shall be exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the Option Agreement)amount of the repurchase price for the Restricted Shares being repurchased, as applicableor (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the repurchase price for the Restricted Shares being repurchased, for or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and the payment of the repurchase price in any reasonof the ways described above within the ninety (90) day period, the Company shall become the legal and beneficial owner of the Restricted Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and option transfer to purchase from Purchaser, or Purchaser’s personal representative, as its own name the case may be, all number of Purchaser’s Unvested Restricted Shares as of being repurchased by the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)Company.
(b4) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and Whenever the Company shall deliver have the purchase price therefor.
(c) At its optionright to repurchase Restricted Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to make payment for the Unvested Shares to exercise all or a bank selected by part of the Company. The Company shall avail itself 's repurchase rights under this Agreement and purchase all or a part of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officesuch Restricted Shares.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 25% of the total number of Shares shall be released from the Repurchase Option in accordance with on the twelve-month anniversary of the Vesting Schedule Commencement Date (as set forth in on the signature page of this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option Agreement each month thereafter, until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing, in the event that the Company undergoes a Change of Control (as defined below) 50% of the Shares remaining subject to the Repurchase Option as of the date of the Change of Control (or such lesser number of Shares as then remain subject to the Repurchase Option) shall immediately be released from the Repurchase Option.
Appears in 1 contract
Repurchase Option. (ai) In the event of the termination of Purchaser’s Termination of Directorship (as defined in 's Service by Purchaser or the Option Agreement), as applicable, Company for any reason, with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such date to repurchase all or any portion of the Unvested Shares at the per share repurchase price of $0.0001 per share, appropriately adjusted in the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the date of this Agreement.
(ii) Unless the Company notifies Purchaser within 90 days from the of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company's intention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such indebtedness equal to the purchase price of the Unvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company. The Company shall avail itself of this option , without further action by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officePurchaser.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of Directorship ----------------- the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option on the three-month anniversary of the Vesting Commencement Date; six forty-eighths (6/48) of the Shares shall be released from the Repurchase Option on the nine-month anniversary of the Vesting Commencement Date; and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option every month thereafter such that all Shares shall be released from the Repurchase Option four years from the Vesting Commencement Date, provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in accordance the event during Purchaser's employment with the Vesting Schedule set forth Company there occurs a "change in control", which results in a material reduction of the Purchaser's responsibilities within 90 days of such change of control, 50% of the Shares then subject to the Repurchase Option Agreement until all Shares are shall be released from the Repurchase Option. Fractional If such change in control occurs during the one year period following the Vesting Commencement Date, an aggregate total of 187,500 Shares (which number includes Shares previously released from the Repurchase Option) shall be rounded down to or have been released from the nearest whole shareRepurchase Option. "Change of Control" means (i) any acquisition of more than 50% of the Company's then outstanding voting securities or (ii) the sale or disposition of all or substantially all of the assets of the Company.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship that either:
(as defined in i) the Option Agreement), as applicable, Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Company Purchaser has no control, shall have not (A) pay the right and option principal amount of $500,000 when due pursuant to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as terms of the date Acquisition Note subject to any cure period or (B) pay the principal amount of $1,000,000 (subject to adjustment pursuant to Section 4.7, below) when due pursuant to the terms of the Five Year Note subject to any cure period; or
(ii) during a two (2) year period following the Closing Date, YA Global Investments, LP (f/k/a Cornell Capital Partners, LLP) and/or M▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Stock held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in a filing with the Securities and Exchange Commission (the “SEC”) 15% or more of the then issued and outstanding shares of the Purchaser’s Termination Common Stock; or
(iii) at any time prior to the repayment of Directorship at all amounts due under the exercise price paid by Purchaser for such Shares in connection with the exercise terms of the Option Acquisition Note and Five Year Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 30 days following the first occurrence of an event set forth above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company on or before the expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase warrant representing the Warrant Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as In the case may be), within ninety days of event the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Vesting Schedule set forth in Stockholder shall have a right to retain the Option Agreement until all Shares are released from Warrant issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Five Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option. Fractional Shares shall be rounded down Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the nearest whole shareStockholder under the Acquisition Note and Five Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Five Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship Losses incurred by Sellers for indemnifiable claims under this Article VIII exceed Two Million Dollars (as defined $2,0000,000) in the aggregate in the fifteen months following the Closing, or in the event an indemnification claim has been made within such fifteen (15) month period which alleges Losses which would cause the Losses hereunder to exceed $2,000,000, Sellers shall have a right, but not an obligation, upon written notice to Buyer (the “Option AgreementNotice”), as applicable, for any reason, to repurchase all of the membership interests or other equity interests of the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”). For purposes of this section the amount of indemnifiable claims necessary to reach the threshold level of $2,000,000 shall not include any amounts paid out of the Escrow Funds.
(b) The Company may exercise its price for the Repurchase Option shall equal [***], plus the cash component of any capital expenditures invested in the Company by delivering, personally or Buyer since the Closing Date and all third party costs expended by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of Buyer from the date of the Purchaser’s Termination letter of Directorship a notice in writing indicating intent to the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing Closing Date plus an 8% annual rate of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates return for the Unvested Shares being transferred period from closing to the date on which the repurchase shall deliver occur, less any distributions taken by Buyer (the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor“Exercise Price”) to be paid in cash at such closing.
(c) At its option, The Repurchase Option shall be for all of the membership interests or other equity interests of the Company may elect to make payment and its subsidiaries and be completed upon execution and delivery of an executed membership equity transfer assignment and power in exchange for the Unvested Shares Exercise Price (the “Assignment”). Such Assignment shall contain only limited representations and warranties related to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address ownership of the bank, date of closing, membership interests in the Company and waiving the closing at the Company’s officeits subsidiaries.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the The Repurchase Option shall terminatebe exercisable immediately after the Losses exceed $2,000,000 in the aggregate (the “Option Trigger Event”). Such option shall expire ninety (90) days after the Option Trigger Event.
(e) 100% Sellers shall deliver written notice of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option exercise of this option in accordance with the Vesting Schedule notice provisions of this Agreement in the form set forth in as Exhibit D hereto (the Option Agreement until all Shares are released from “Exercise Notice”). Such Exercise Notice shall specify a closing date. Within seven (7) days thereafter Buyer shall deliver to Sellers a computation of the Exercise Price.
(f) The closing of the Repurchase Option. Fractional Shares Option shall occur within thirty (30) days following delivery of the Exercise Notice.
(g) For purposes of this section, “Losses” shall be rounded down calculated after the Basket maximum has been reached and shall mean any actual payment, accepted known liability, expense (including cost of investigation and defense and reasonable attorney fees) net of any tax benefits inuring to the nearest whole share.Sellers and any insurance proceeds received by Sellers as a result of such indemnifiable claim. ARTICLE IX Closing Documents Section 9.1
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination relationship with the Company (or a parent or subsidiary of Directorship the Company) terminates for any reason (as defined in the Option Agreementincluding death or disability), as applicable, or for any no reason, such that after such termination Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (a “Service Provider”), then the Company shall have an irrevocable option (the right and option “Repurchase Option”), for a period of ninety (90) days after said termination to purchase repurchase from Purchaser, Purchaser or Purchaser’s personal representative, as the case may be, all at a price per share equal to the Purchase Price, up to but not exceeding the number of Purchaser’s Unvested Shares shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of the date such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be agreed to by the Company and the Purchaser’s Termination of Directorship at , or (2) as needed to ensure the exercise price paid stock issued by Purchaser for such Shares in connection with the exercise Company does not lose its status as “qualified small business stock” under Section 1202 of the Option Code (as defined below). Purchaser hereby acknowledges that the “Repurchase Option”)Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One Million Four Hundred and Twenty-Five Thousand (or his or her transferee or legal representative, as the case may be), within ninety days 1,425,000) shares of the date of Stock (the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase “Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c”) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be unvested and subject to the Repurchase Option. The Unvested One-sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option in accordance with on a quarterly basis measured from the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are the Stock is released from the Repurchase OptionOption (provided in each case that Purchaser remains a Service Provider as of the date of such release).
(c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. Fractional Shares For purposes hereof, “Change in Control” shall be rounded down mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the nearest whole shareCompany’s operations and activities.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Verastem, Inc.)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of Directorship 180 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not the obligation, to exercise the Repurchase Option.
(ii) Unless the Company notifies Purchaser in writing within 180 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as defined of the 180th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 180th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option Agreementpursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 180th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), as applicablethe Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, for any reason, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company. The Company shall avail itself of this option , without further action by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officePurchaser.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.”
Appears in 1 contract
Sources: Exercise Notice and Restricted Stock Purchase Agreement (Omeros Corp)
Repurchase Option. (ai) In Subject to Section 3(a)(iv), in the event of the termination of Purchaser’s Termination of Directorship (as defined in 's employment or consulting relationship with the Option Agreement), as applicable, Company for any reason, with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested , 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with at the end of each month after the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional Shares shares shall be rounded down to the nearest whole share.
(iv) Notwithstanding the forgoing, the Company's Repurchase Option shall terminate as to all Shares (X) upon a Change of Control, (Y) in the event the Company shall terminate Purchaser's employment with the Company other than for Cause or Purchaser's death or Disability, or (Z) in the event Purchaser shall terminate his employment with the Company because of a Constructive Termination. Any Shares as to which the Company's Repurchase Option has terminated pursuant to this Section 3(a)(iv) shall be deposited as Trust Shares under that certain Voting Trust Agreement dated March 19, 1997 among the Company, the holders of the Company's shares of Series A Preferred Stock and the Trustors and Voting Trustee signatory thereto. The following terms referred to in this Section 3(a)(iv) shall have the following meanings:
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including 6 death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as defined "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
be in effect with respect to sixty-seven percent (e67%) 100% of the Unvested Shares and shall initially be subject lapse as to the Repurchase Option. The Unvested 1/36 of such Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). Shares subject to the Company's Repurchase Option are referred to herein as defined "Unvested Shares" and shares that have been released from the Company's Repurchase Option are referred to as "Vested Shares".
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreementamount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company (whether or not said indebtedness is then due and payable), as applicableby cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, for or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(eiii) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Option with one-third (1/3rd) of the total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/36th of the total number of Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until each month thereafter, so that all Shares shares are released from the Repurchase Optionfully vested after three years. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. REPURCHASES OF, OR SUBSTITUTION FOR, CONTRACTS FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to Substitute Contracts that materially adversely affects the Trust's interest in such Contract (without regard to the benefits of the Reserve Fund) (an "Ineligible Contract"), or of an inaccuracy with respect to the representations as to concentrations of the Initial Contracts made under Section 3.05, the party discovering the breach shall give prompt written notice to the other parties (and the Servicer shall, pursuant to Section 11.01 of the Transfer and Servicing Agreement, with respect to an inaccuracy concerning concentrations, select one or more Contracts, without employing adverse selection, to be the related Excess Contract for purposes of this Section), provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Originator of any of such representations or warranties. The Originator shall repurchase each such Ineligible Contract or Excess Contract, at a repurchase price equal to the Transfer Deposit Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or 19 23 the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Originator is able to effect a substitution for any such Ineligible Contract or Excess Contract in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Contract, effect a substitution for such affected Contract with a Substitute Contract not later than the date a repurchase of such affected Contract would be required hereunder, and provided further that with respect to a breach of representation or warranty relating to the Contracts in the aggregate and not to any particular Contract the Originator may select Contracts (without adverse selection) to repurchase (or substitute for) such that had such Contracts not been included as part of the Trust Assets (and, in the case of a substitution, had such Substitute Contract been included as part of the Trust Assets instead of the selected Contract) there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in this Section 6.01 shall not (a) In the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, for terminate or be deemed released by any reason, the Company shall have the right and option party hereto upon a Servicer Transfer pursuant to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as Article VIII of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
Transfer and Servicing Agreement or (b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect include any obligation to make payment for on account of a breach of a Contract by an Obligor subsequent to the Unvested Shares date on which such Contract was transferred to a bank selected by the CompanyTrust. The Company shall avail itself of repurchase obligation described in this option by a notice Section 6.01 is in writing no way to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance satisfied with the Vesting Schedule set forth monies in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole shareReserve Fund.
Appears in 1 contract
Sources: Transfer Agreement (Orix Credit Alliance Receivables Trust 1999-A)
Repurchase Option. (ai) In the event of any voluntary or involuntary termination of Purchaser’s Termination 's employment by or consulting services to the Company (including as a result of Directorship death or disability) before all shares of the Stock are released from the Company's repurchase option under Section 2(b) below, the Company shall, upon the date of such termination (as defined reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of twenty-four (24) months from such date to repurchase all or any portion of the Stock which has not been released from the repurchase option described in this Section 2 (the "Repurchase Option") at the time of such termination at the original purchase price per share. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his/her executor (with a copy to the Escrow Agent described in Section 7 hereof) and, at the Company's option, (A) by delivery to Purchaser or his/her executor with such notice of a check in the Option Agreement)amount of the aggregate repurchase price for the Stock being repurchased, as applicable, for any reason, (B) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company equal to the aggregate
(ii) Whenever the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as repurchase shares of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its optionStock hereunder, the Company may elect designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to make payment for the Unvested Shares to exercise all or a bank selected by part of the Company. The Company shall avail itself 's repurchase rights under this Agreement and to purchase all or a part of this option by a notice in writing to Purchaser stating such Stock; provided that if the name and address aggregate fair market value of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect Stock to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following be repurchased on the date of Purchaser’s Termination such designation or assignment ("Repurchase FMV") exceeds the aggregate repurchase price of Directorshipthe Stock to be repurchased, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase Option shall terminate.
(e) 100% FMV and the aggregate repurchase price of the Unvested Shares Stock which such designee or assignee shall initially be subject have the right to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole sharerepurchase.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Wink Communications Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship Purchaser ceases to be "employed ----------------- by the Company" (as defined in the Option Agreement), as applicable, herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company, without further action by Purchaser. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address One hundred percent (100%) of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above Shares purchased by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares Purchaser shall initially be subject to the Repurchase OptionCompany's repurchase option as set forth above. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on the first anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Optionrepurchase option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Pilot Network Services Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination relationship with the Company (or a parent or subsidiary of Directorship the Company) is terminated by the Company for Cause (as defined in below) or (ii) Purchaser voluntarily terminates his advisory relationship with the Option AgreementCompany, such that Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (each a “Termination Event”), as applicable, for any reason, then the Company shall have an irrevocable option (the right and option “Repurchase Option”), for a period of ninety (90) days after said termination to purchase repurchase from Purchaser, Purchaser or Purchaser’s personal representative, as the case may be, all at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. In the event Purchaser’s Unvested Shares as relationship with the Company (or a parent or subsidiary of the date of the Company) is terminated (i) due to Purchaser’s Termination of Directorship at the exercise price paid death or disability or (ii) by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company without Cause, then all unvested shares of Stock shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company immediately become vested and shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be no longer subject to the Repurchase Option. The Unvested Shares term “Cause” shall be released from mean the Repurchase Option following: (i) your willful failure to perform, or gross negligence in accordance the performance of, your material duties and responsibilities to the Company which is not remedied within thirty (30) days of written notice thereof; (ii) material breach by you of any material provision of this Agreement or any other agreement with the Vesting Schedule set forth Company which is not remedied within thirty (30) days of written notice thereof; (iii) fraud, embezzlement or other dishonesty with respect to the Company, which, in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall case of such other dishonesty, causes or could reasonably be rounded down expected to cause material harm to the nearest whole shareCompany; or (iv) your conviction of a felony. Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Longwood Fund II, L.P.)
Repurchase Option. (a) In the event of Purchaser’s Termination the voluntary or involuntary ----------------- termination of Directorship (as defined in employment of Purchaser with the Option Agreement), as applicable, Company for any reason, with or without cause (a "Termination"), the Company shall, upon the date of such Termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(bi) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, If a Termination occurs prior to Purchaser (or his or her transferee or legal representativea Change of Control, as the case may be)defined below, within ninety days of for any reason at any time after the date of hereof and prior to the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closinglast day of__________, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship199__, the Repurchase Option shall terminate.
apply to forty-six forty-eighths (e46/48) 100% of the Unvested Shares shall initially be subject to Shares. On the Repurchase Option. The Unvested last day of _________, 199__, three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option in accordance with and one forty-eighth (1/48) of the Vesting Schedule set forth in the Option Agreement until all Shares are shall be released from the Repurchase OptionOption on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a result of Purchaser's death or total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(i) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months.
(ii) If a Termination occurs following a Change of Control, as defined below, for any reason the number of Shares subject to the Repurchase Option shall be calculated as follows:
(x) fifteen forty-eighths (15/48) of the Shares shall be released on _____________, 199__, and
(y) one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a result of Purchaser's death or Disability, the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(ii) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months.
(iii) For the purposes of the foregoing, a Change of Control shall occur upon the closing of (A) a merger or consolidation of the Company with or into any other corporation or other entity, or sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets, or (B) upon a sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Godigital Networks Corp)
Repurchase Option. (a) In the event the Executive ceases to be employed by the Company and its Subsidiaries for any reason (the “Termination”), the Executive Securities (whether held by the Executive or one or more of Purchaserthe Executive’s Termination of Directorship Permitted Transferees (as defined in the Stockholders Agreement) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option Agreement), as applicable, for any reasonExecutive Securities shall become effective: (i) if the Executive has not reached the age of 65 on or prior to the date of the Termination, on the later of the date the Executive has held the Executive Securities for six months or the date of the Termination or (ii) if the Executive has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Executive reached the age of 65, the date the Executive has held the Executive Securities for six months or the date of the Termination (the “Repurchase Date”).
(b) If the Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Executive reaches the age of 65 and, at the time of such termination, Executive could not have been terminated by the Company or such Subsidiary with Cause, the purchase price for the Executive Securities shall be the Fair Market Value thereof on the Repurchase Date. If the Executive’s employment with the Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause, or (ii) voluntarily terminated by the Executive prior to the date upon which the Executive reaches the age of 65, the purchase price for the Executive Securities shall be the lower of Fair Market Value on the Repurchase Date and Original Cost thereof.
(c) The Company may elect to purchase all or any portion of the Executive Securities by delivering written notice (the “Repurchase Notice”) to the holder or holders of Executive Securities within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such Executive Securities and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied, to the extent possible, from the Executive Securities held by the Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by the Executive is less than the total number of Executive Securities which the Company has elected to purchase, the Company shall have purchase the right and option remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share).
(d) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Executive Securities which the Company has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Executive Securities as to the number of Executive Securities being purchased from Purchasersuch holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Executive Securities which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Executive Securities and the time and place of the closing of the transaction.
(e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Purchaser’s personal representativeSupplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, all will pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of Purchaser’s Unvested Shares as a check or wire transfer of funds to the holders of the date Executive Securities. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the Purchasersellers regarding such sale and to require all sellers’ signatures be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the “Company shall inform the Executive of such restrictions in the Repurchase Option”Notice) and shall consummate such repurchase of Executive Securities promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Executive Securities a new Repurchase Notice).
(bg) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days right of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, Company and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested holders of Investor Shares to repurchase Executive Securities pursuant to this Section 2 shall terminate upon the consummation of a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officePublic Offering.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Stock Option Agreement (CHG Healthcare Services, Inc.)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, upon the date of such termination (the "Termination Date"), the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as defined of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company's intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option Agreementpursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. Any failure on the part of the Company to promptly satisfy its payment obligations for the Repurchase Option shall not, in any way, affect the enforceability of the Company's exercise of the Repurchase Option. As a result of any repurchase of Shares pursuant to this Section 3(a), as applicablethe Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, for any reason, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days All of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Provided that Purchaser remains continuously employed by the Company (or continues to provide services to the Company as a consultant), the Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down pursuant to the nearest whole share.following schedule:
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaserthe Executive’s Termination of Directorship employment with the Company is terminated (as defined in the Option Agreement), as applicable, “Termination”) for any reason, the Company shall have Option Shares (whether held by the right and option to purchase from Purchaser, Executive or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as one or more of the date of Executive’s transferees) will be subject to repurchase by Buyer and BRS (or its designee) pursuant to the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares terms and conditions set forth in connection with the exercise of the Option this Section 2 (the “Repurchase Option”); provided, that such repurchase shall, in the event the Termination is by reason of (i) the Executive deciding to retire on or after the fifth anniversary of the date hereof, of which decision the Executive shall have delivered a notice in writing signed by the Executive to the Company, (ii) the Executive’s death, or (iii) the Executive’s Disability, be subject to the Executive’s or his estate’s, as applicable, consent.
(b) The Subject to the following sentence, the purchase price for each of the Option Shares will be the Fair Value for such share. In the event the Termination is by the Company may exercise its Repurchase Option by deliveringfor Cause or, personally or by registered mail, prior to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days fifth year anniversary of the date hereof, as a result of the PurchaserExecutive’s Termination voluntary resignation other than within ninety (90) days of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closingGood Reason Event, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price thereforfor each of the Option Shares shall be the lower of (x) the Original Cost of such share and (y) the Fair Value for such share; provided, that, notwithstanding anything to the contrary in this Agreement, if BRS (A) purchases any Option Share pursuant to this Section 2 at the Original Cost of such share, and (B) continues to hold such share in excess of 365 days, then BRS shall
(I) transfer such share to either the Buyer or one or more employees of the Company, and (II) not receive any consideration in such transfer that exceeds the Original Cost in such share.
(c) At its option, the Company Buyer may elect to make payment purchase all or any of the Option Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Option Shares within two hundred forty (240) days after the Termination. The Repurchase Notice will set forth the number of the Option Shares to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the Unvested closing of such transaction. The number of shares to be repurchased by Buyer shall first be satisfied to the extent possible from the Option Shares to a bank selected held by the Company. The Company shall avail itself Executive at the time of this option by a notice in writing to Purchaser stating the name and address delivery of the bankRepurchase Notice. If the number of the Option Shares then held by the Executive is less than the total number of the Option Shares Buyer has elected to purchase, date Buyer shall purchase the remaining Option Shares elected to be purchased from the other holder(s) of closingOption Shares under this Agreement, and waiving pro rata according to the closing number of the Option Shares held by such other holder(s) at the Company’s officetime of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
(d) If the Company for any reason Buyer does not elect to purchase all of the Option Shares pursuant to the Repurchase Option, BRS (or its designee) shall be entitled to exercise the Repurchase Option conferred above for all or any of the Option Shares that Buyer has not elected to purchase (the “Available Shares”). As soon as practicable after Buyer has determined that there will be Available Shares but in any event within one hundred eighty (180) days after the Termination, the Company shall give written notice (the “Option Notice”) to BRS (or its designee) setting forth the number of any Available Shares and the purchase price for such Available Shares. BRS (or its designee) may elect to purchase all or a portion of the Available Shares by giving written notice to the requisite notice Company within ninety 30 days following after the date Option Notice has been given by Buyer. As soon as practicable, and in any event within ten days after the expiration of Purchaser’s Termination of Directorshipthe 30-day period set forth above, the Buyer shall notify the Executive as to the number of Available Shares being purchased from the Executive by BRS (or its designee) (the “Supplemental Repurchase Option Notice”). At the time Buyer delivers the Supplemental Repurchase Notice to the Executive, Buyer shall terminatealso deliver a written notice to BRS (or its designee) setting forth the number of Available Shares which BRS (or its designee) is entitled to purchase, the aggregate purchase price and the time and place of the closing of such transaction.
(e) 100% The closing of the Unvested purchase of the Option Shares pursuant to the Repurchase Option shall initially take place on the date designated by Buyer in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be later than the 60th day after the delivery of the later of such notices to be delivered (or, if later, the 15th day after the Fair Value is finally determined) nor earlier than the fifth day after such delivery. Buyer and/or BRS (or its designee) will pay for the Option Shares to be purchased pursuant to the Repurchase Option by delivery of a certified or cashier’s check or wire transfer of funds. The purchasers of the Option Shares hereunder will be entitled to receive customary representations and warranties from the sellers as to title, authority and capacity to sell and to require all sellers’ signatures to be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Option Shares by Buyer and/or BRS shall be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth applicable restrictions contained in the Option Agreement until all Shares Delaware General Corporation Law and in Buyer’s, the Company’s and its Subsidiaries’ debt and equity financing agreements that are released from in effect as of the Repurchase Option. Fractional Shares shall be rounded down to date of the nearest whole shareclosing of such repurchases.
Appears in 1 contract
Repurchase Option. (a) In the event Stockholder's employment with the Company is terminated (i) voluntarily by the Stockholder or (ii) by the Company "for cause" before all of Purchaser’s Termination the shares of Directorship Restricted Stock are released from the Company's repurchase option (see Section 2), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (which option may be assigned by the Company pursuant to Section 7(b)) (the "Repurchase Option") for a period of 90 days (or such longer period of time either mutually agreed to by Stockholder and the Company or determined by the Company in good faith to be necessary to avoid the loss of "qualified small business stock" treatment under Section 1202 of the Internal Revenue Code for any stockholder other than Stockholder) from such date to repurchase some or all of the Unreleased Shares (as defined in Section 2) at such time at the Option Agreementoriginal price per share paid by Stockholder for the Restricted Stock (the "Repurchase Price"), as applicable, for any reason, . In the event Stockholder's employment with the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid is terminated by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment other than "for the Unvested Shares to a bank selected by the Company. The Company shall avail itself cause," all shares of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares Restricted Stock shall be released from the Repurchase Option and the Repurchase Option shall terminate and be of no further force or effect. Said Repurchase Option shall be exercised by the Company by written notice to Stockholder or Stockholder's executor (with a copy to the Escrow Holder, as defined in accordance Section 3) and, at the Company's option, (i) by delivery to Stockholder or Stockholder's executor with the Vesting Schedule set forth such notice of a check in the Option Agreement until all Shares are released from amount of the aggregate Repurchase Option. Fractional Shares shall be rounded down Price for the Restricted Stock being repurchased, or (ii) by cancellation by the Company of an amount of any of Stockholder's indebtedness to the nearest whole share.Company equal to the aggregate Repurchase Price for the Restricted Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination the voluntary or involuntary termination of Directorship (as defined in employment of Purchaser with the Option Agreement), as applicable, Company for any reason, with or without cause (including death or disability) (a "Termination"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such Notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company, without further action by Purchaser. The Company shall avail itself of this option by If a notice in writing Termination occurs at any time after the date hereof and prior to Purchaser stating the name and address last day of the banktwelfth full calendar month February 1, date of closing, and waiving 1997 (the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship"Initial Period"), the Repurchase Option shall terminate.
(e) apply to 100% of the Unvested Shares shall initially be subject to Shares. On the Repurchase Option. The Unvested last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option in accordance with and 1/48th of the Vesting Schedule set forth in the Option Agreement until all Shares are shall be released from the Repurchase OptionOption on the last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as defined "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8th of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the signature page of this Agreement), and 1/48th of the total number of Shares shall be release from the Repurchase Option Agreement at the end of each month thereafter, until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release); provided, however, that in the event that the Company ----------------- is merged or acquired or substantially all of the Company's assets are sold in a transaction in which the Company's shareholders immediately prior to such transaction hold less than 50% of the outstanding capital stock of the surviving entity immediately after such transaction, all of the Shares will be released from such Repurchase Option. Notwithstanding anything herein to the contrary, in the event that during the term of the Employment Agreement between the Company and the Purchaser dated June 26, 1997 (the "Employment Agreement"), -------------------- Purchaser's employment with the Company is terminated pursuant to an Involuntary Termination (as defined in the Employment Agreement) such Repurchase Option shall immediately lapse on the date of such Involuntary Termination with respect to 1/4th of the Shares, in addition to any Shares which have already been released from such Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of Directorship ----------------- the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship that Executive ceases to be employed by the Company and its Subsidiaries for any reason (as defined in the Option Agreement"SEPARATION"), as applicablethe Executive Stock (whether held by Executive or one or more of Executive's transferees, for any reasonother than the Company) will be subject to repurchase, in each case at the option of the Company, the Company shall have Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the right terms and option to purchase from Purchaser, or Purchaser’s personal representative, as conditions set forth in this Section 3(a) (the case may be, all of Purchaser’s Unvested Shares as "REPURCHASE OPTION"). A percentage of the date of the Purchaser’s Termination of Directorship Executive Stock will be subject to repurchase at the exercise price paid by Purchaser Executive's Original Cost for such Shares shares, calculated in connection accordance with the exercise of the Option following schedule (the “Repurchase Option”"ORIGINAL COST SHARES"): PERCENTAGE OF EXECUTIVE STOCK DATE TO BE REPURCHASED AT ORIGINAL COST ---- ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement __% Date immediately following 1st Anniversary of this Agreement until __% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until __% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until __% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and __% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES").
(b) The Company may exercise its Repurchase Option by delivering, personally elect to purchase all or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days any portion of the date Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Purchaser’s Termination of Directorship a notice in writing indicating Executive Stock within 180 days after the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such noticeSeparation. The closing shall take place at Repurchase Notice will set forth the Company’s office. At the closingnumber of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the holder aggregate consideration to be paid for such shares and the time and place for the closing of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and transaction. The number of shares to be repurchased by the Company shall deliver first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase price thereforthe remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock 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 Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(c) At its option, the Company may elect to make payment If for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option conferred above for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the requisite Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice within ninety days following to the date Investors and Bajaj setting forth the number of Purchaser’s Termination shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of Directorshipthe closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall terminatetake place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) 100% Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Unvested Shares Company shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth applicable restrictions contained in the Option Agreement until all Shares are released from Delaware General Corporation Law and in the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.Company's and its Subsidiaries'
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement)At any time after May 21, as applicable, for any reason1996, the Company Issuer shall have the right and option to purchase from Purchaserrepurchase the Series A Warrants at a price of $0.10 per Series A Warrant ("Repurchase Price"); provided, or Purchaser’s personal representativethat, as the case may be, all Closing Price per share of Purchaser’s Unvested Shares as Common --------- ----- Stock for each of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)immediately preceding twenty consecutive trading days was greater than $2.25 per share.
(b) The Company may exercise its At any time after May 21, 1997, the Issuer shall have the right to repurchase the Series B Warrants at a price of $0.10 per Series B Warrant ("Repurchase Option by deliveringPrice"); provided, personally or by registered mailthat, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days Closing Price per share of Common --------- ----- Stock for each of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later immediately preceding twenty consecutive trading days was greater than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor$2.50 per share.
(c) At its option, the Company The Issuer may elect to make payment for the Unvested Shares to repurchase such Warrants on a bank selected date designated in writing by the CompanyIssuer to each holder (the "Call Closing Date"). The Company Call Closing Date shall avail itself be no later than 30 days after giving of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officesuch written notice.
(d) If On the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of DirectorshipCall Closing Date, the Repurchase Option Holders shall terminatesurrender their Warrants to the Issuer without representation or warranty (other than that the holder has good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind), against payment therefor by (at the option of the Holder)
(i) wire transfer to an account in a bank located in the United States designated by the Holder for such purpose upon adequate advance notice or (ii) a certified or official bank check payable to the order of the Holder.
(e) 100% of In the Unvested Shares shall initially event the Company exercises the right to repurchase the Warrants, such Warrants will be subject exercisable until 5:00 P.M., local time on the date for redemption fixed in such notice. If any Warrant called for repurchase is not exercised by such time, it will cease to be exercisable and the holder will be entitled only to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole sharePrice.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s Continuous Service Status for any reason (including death or Disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of Directorship months from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time within months following the Termination Date to Purchaser or Purchaser’s executor and, at the Company’s option, (A) by delivery to Purchaser or Purchaser’s executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) by cancellation by the Company of indebtedness equal to the purchase price for the Shares being repurchased, for or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested of the total number of Shares shall be released from the Repurchase Option in accordance with on , and an additional of the Vesting Schedule set forth in total number of Shares shall be released from the Repurchase Option Agreement on the day of each month thereafter, until all Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Common Stock Purchase Agreement
Repurchase Option. (a) In the event of Purchaserthe Participant’s Termination of Directorship (as defined in the Option Agreement), as applicable, for any reasonprior to a Public Offering, the Company shall have the right and option (but not the obligation) to elect to purchase from Purchaserall or any portion of any Shares acquired by the Participant pursuant to this Agreement (the “RSU Shares”) held by such Participant (or a permitted transferee of the Participant) by delivering written notice to such Participant (the “Repurchase Notice”) before the end of the Repurchase Period (as defined below), or Purchaser’s personal representativewhich Repurchase Notice shall set forth (i) the number of RSU Shares to be acquired, (ii) the Pricing Date (as defined below) on which the Repurchase Price (as defined below) is to be determined and (iii) the Repurchase Closing Date (as defined below). For purposes of this Section 9(a), (A) the “Repurchase Period” is, as applicable, the case 270-day period following the date of the Participant’s Termination, (B) the “Repurchase Price” is the aggregate Fair Market Value as determined on the Pricing Date of the Option Shares to be acquired, (C) the “Pricing Date” is the date specified in the Repurchase Notice on which the Repurchase Price is to be determined, which such date must be after the date of delivery of the Repurchase Notice and on or before the end of the Repurchase Period; provided that (I) if establishing a Pricing Date in that period would adversely affect the accounting treatment of the award of RSUs, the Pricing Date may bebe any time before the tenth business day after the first date on which the Pricing Date can be set without such change in accounting treatment and (II) if the Pricing Date (or words of similar import) is a later date with respect to any other Shares acquired by the Participant (or the Participant’s permitted transferees) pursuant to an incentive equity award, all the Pricing Date may be the same date as is permitted with respect to such Shares, and (D) the “Repurchase Closing Date” is the date set forth in the Repurchase Notice, which in any event must be within 30 days of Purchaser’s Unvested the Pricing Date. The Company will pay for the RSU Shares as to be purchased by it pursuant to the Repurchase Option by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of Company, which may or may not bear interest at a per annum rate determined by the Company in its sole discretion, and with a maturity date of the date of the Purchaser’s Termination of Directorship at the exercise price paid a Change in Control or such other date as determined by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option , or (iii) any combination of (i) and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(cii) At its option, as the Company may elect to make payment for the Unvested Shares to a bank selected by the Companyin its discretion. The Company shall avail itself of this option by a notice in writing will be entitled to Purchaser stating the name receive customary representations and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released warranties from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until Participant regarding such sale and to require that all Shares are released from the Repurchase Option. Fractional Shares shall sellers’ signatures be rounded down to the nearest whole shareguaranteed.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination relationship with the Company (or a parent or subsidiary of Directorship the Company) terminates for any reason (as defined in the Option Agreementincluding death or disability), as applicable, or for any no reason, with or without cause, such that after such termination Purchaser is no longer an employee of, or consultant to, the Company (and regardless of whether or not Purchaser is then serving as a director of the Company), then the Company shall have an irrevocable option (the right “Repurchase Option”), for a period of ninety (90) days after said termination, or such longer period as may be agreed to by the Company and option to purchase from the Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, all at a price that is the lower of Purchaser’s Unvested Shares (i) the original price per share indicated above paid by Purchaser for such Stock or (ii) the Fair Market Value per share of such Stock as of the date of such repurchase (“Option Price”), up to but not exceeding the Purchaser’s Termination number of Directorship at the exercise price paid by Purchaser for such Shares shares of Stock that have not vested in connection accordance with the exercise provisions of Section 2(b) below as of such termination date. For purposes of the Option (Repurchase Option, the “Repurchase Option”)Fair Market Value” shall mean the value of the Stock as determined in good faith by the Company’s Board of Directors. Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the event that the Company repurchases shares, the repurchase price may be less than the price Purchaser originally paid and that Purchaser bears any risk associated with the potential loss in value.
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares Stock shall initially be subject to the Repurchase Option. The Unvested Shares Thereafter, 1/36th of the Stock shall vest and be released from the Repurchase Option in accordance with on a monthly basis measured from the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page to this Agreement), until all Shares are the Stock is released from the Repurchase Option (provided in each case that Purchaser remains an employee of, or a consultant to, the Company (or a parent or subsidiary of the Company) as of the date of such release).
(c) If within 12 months following a Corporate Transaction, Purchaser (a) is terminated without Cause (as defined below) or (b) terminates his employment for Good Cause (as defined below), the Repurchase Option shall lapse with respect to that number of shares of stock that would have vested over the following 24 months and such shares of Stock shall immediately become fully vested.
(d) For purposes of the Repurchase Option. Fractional Shares , “Cause” shall be rounded down mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company; (iii) willful and material breach of Purchaser’s duties that has not been cured within 30 days after written notice from the Company’s Board of Directors of such breach; (iv) intentional and material damage to the nearest whole shareCompany’s property; (v) material breach of the Proprietary Information and Inventions Agreement; or (vi) death, severe physical or mental disability. For purposes of the Repurchase Option, “Good Cause” shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Purchaser’s consent: (i) substantial reduction of Purchaser’s rate of compensation; (ii) material reduction in Purchaser’s duties, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” unless Purchaser’s new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to assume the Company’s obligations under this Agreement in the event of a Corporate Transaction as defined below; or (iv) relocation of Purchaser’s principal place of employment to a place greater than 50 miles from Purchaser’s then current principal place of employment.
Appears in 1 contract
Repurchase Option. REPURCHASES OF, OR SUBSTITUTION FOR, CONTRACTS FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to Substitute Contracts that materially adversely affects the Trust's interest in such Contract (without regard to the benefits of the Reserve Fund) (an "Ineligible Contract"), or of an inaccuracy with respect to the representations as to concentrations of the Initial Contracts made under Section 3.05, the party discovering the breach shall give prompt written notice to the other parties (and the Servicer shall, pursuant to Section 11.01 of the Transfer and Servicing Agreement, with respect to an inaccuracy concerning concentrations, select one or more Contracts, without employing adverse selection, to be the related Excess Contract for purposes of this Section), provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Originator of any of such representations or warranties. The Originator shall repurchase each such Ineligible Contract or Excess Contract, at a repurchase price equal to the Transfer Deposit Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and which breach or inaccuracy has not otherwise been cured; provided, however, that if the Originator is able to effect a substitution for any such Ineligible Contract or Excess Contract in compliance with Section 2.04, the Originator may, in lieu of repurchasing such Contract, effect a substitution for such affected Contract with a Substitute Contract not later than the date a repurchase of such affected Contract would be required hereunder, and, provided further that, with respect to a breach of representation or warranty relating to the Contracts in the aggregate and not to any particular Contract the Originator may select Contracts (without adverse selection) to repurchase (or substitute for) such that had such Contracts not been included as part of the Trust Assets (and, in the case of a substitution, had such Substitute Contract been included as part of the Trust Assets instead of the selected Contract) there would have been no breach of such representation or warranty. Notwithstanding any other provision of this Agreement, the obligation of the Originator described in this Section 6.01 shall not (a) In the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, for terminate or be deemed released by any reason, the Company shall have the right and option party hereto upon a Servicer Transfer pursuant to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as Article VIII of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
Transfer and Servicing Agreement or (b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect include any obligation to make payment for on account of a breach of a Contract by an Obligor subsequent to the Unvested Shares date on which such Contract was transferred to a bank selected by the CompanyTrust. The Company shall avail itself of repurchase obligation described in this option by a notice Section 6.01 is in writing no way to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance satisfied with the Vesting Schedule set forth monies in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole shareReserve Fund.
Appears in 1 contract
Sources: Transfer Agreement (Orix Credit Alliance Receivables Trust 2000 B)
Repurchase Option. (ai) In the event of Purchaser’s the voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of Directorship sixty (60) days from ----------------- such date to repurchase all or any portion of the Shares held by the Shareholder as defined of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price of such Shares (adjusted for share exchanges, stock splits, stock dividends and the like); provided, however, -------- ------- that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company to lose its status as "qualified small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to the Shareholder or the Shareholder's executor and, at the Company's option, (A) by delivery to the Shareholder or the Shareholder's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event the Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for any reasonthe Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in accordance with the foregoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchasertransfer to its own name the number of Shares being repurchased by the Company, or Purchaser’s personal representative, as without further action by the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)Shareholder.
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days 795,625 of the date of Shares (the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing "Vesting Shares") shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall -------------- initially be subject to the Repurchase Option. The Unvested 1/36th of the Vesting Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule set forth in the Option Agreement Effective Date, until all Vesting Shares are released from the Repurchase OptionOption (provided in each case that the Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Stock Restriction Agreement (Moai Technologies Inc)
Repurchase Option. (ai) In the event of Purchaser’s Termination the voluntary or involuntary termination of Directorship (the Principal's relationship with the Company as defined in the Option Agreement)an employee, as applicableconsultant or director, for any reasonreason (including death or disability), with or without cause, the Company shall, upon the date of such termination (the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser and, at the Company's option, by delivery to Purchaser with such notice of a check in the amount of the purchase price for the Shares being purchased. Upon delivery of such notice and payment of the purchase price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested One-twelfth (1/12) of the total number of Shares shall be released from the Repurchase Option in accordance with at the end of each one-month period after the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option; provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event of the termination of Purchaser’s Termination of Directorship (as defined in 's Service by Purchaser or the Option Agreement), as applicable, Company for any reason, with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such date to repurchase all or any portion of the Unvested Shares at the repurchase price of $0.17 per share, appropriately adjusted in the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the date of this Agreement.
(ii) Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company's intention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such indebtedness equal to the purchase price of the Unvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company. The Company shall avail itself of this option , without further action by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officePurchaser.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ai) In If Purchaser voluntarily terminates his employment relationship with the event of Company or if the Company terminates Purchaser’s Termination of Directorship 's employment relationship with the Company for Cause (as defined below), the Company shall upon the date of such termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days ----------------- from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 10075% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 121,875 of the Shares (which amount is 1/8 of the total number of Shares) that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(B) In the event of a Change of Control (as defined below) and (a) Purchaser is not offered a position with similar responsibilities by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles form your residence, 100% of the Shares shall be released from the Repurchase Option on the effective date of the transaction.
(iv) The following terms referred to in this Section 3 shall have the following meanings:
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination the voluntary or involuntary termination of Directorship (as defined in employment of Purchaser with the Option Agreement), as applicable, Company for any reason, with or without cause (including death or disability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as transfer to its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company, without further action by Purchase. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address One hundred percent (100%) of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above Shares purchased by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares Purchaser shall initially be subject to the Repurchase OptionCompany's repurchase option as set forth above. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/8 of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on the 6-month anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), and an additional 1/48 of the total number of Shares shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Optionrepurchase option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Ribogene Inc / Ca/)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted 5 for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as defined "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
be in effect with respect to sixty- seven percent (e67%) 100% of the Unvested Shares and shall initially be subject lapse as to the Repurchase Option. The Unvested 1/36 of such Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. 2.1 Notwithstanding any other provision hereof, Purchaser shall have an irrevocable option to purchase Shares from Seller or any buyer, transferee or pledgee permitted pursuant to subclauses (3) or (4) of Section 1.1 of Annex K from time to time during the Lock-up Period (any such purchase, a “Repurchase”). The aggregate number of Shares Repurchased shall not exceed 833,333. For Repurchases on a Repurchase Date (as defined below) that is before or on the first anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 115% of the average closing price of Purchaser Common Stock on the Nasdaq Global Market (or other securities exchange on which Purchaser Common Stock is primarily traded) on the ten trading days ending the trading day before the Closing Date (such average, the “Reference Price”). For Repurchases on a Repurchase Date that is after the first anniversary and before or on the second anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 130% of the Reference Price. For Repurchases on a Repurchase Date that is after the second anniversary and before or on the third anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 145% of the Reference Price.
2.2 Before any Repurchase of Shares, Purchaser shall provide Seller with written notice (a “Repurchase Notice”) not less than ten Business Days before the proposed date of the Repurchase (the “Repurchase Date”). The Repurchase Notice shall state that the Purchaser is exercising its option to Repurchase Shares pursuant to this Article 2 of Annex K and shall set forth (a) In the event number of Purchaser’s Termination of Directorship (as defined Shares to be purchased in the Option AgreementRepurchase (the “Repurchased Shares”), as applicable, for any reason, (b) the Company shall have the right and option aggregate amount in cash to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price be paid by Purchaser for such Shares in connection with the exercise pursuant to Section 2.1 of the Option Annex K (the “Repurchase OptionPrice”), (c) the Repurchase Date and (d) the address for delivery of any certificates representing, and any other instrument reasonably satisfactory to Purchaser evidencing the transfer of, the Shares to be Repurchased by Purchaser.
2.3 On the Repurchase Date, Purchaser shall deliver to Seller the Repurchase Price by wire transfer of immediately available funds to a bank account that is specified in a written notice to Purchaser from Seller at least three Business Days prior to the Repurchase Date.
2.4 On the Repurchase Date, Seller shall deliver to Purchaser Shares in the aggregate equal in number to the number of Repurchased Shares, free and clear of any Encumbrances, by delivering to Purchaser in the manner and at the address indicated in the Repurchase Notice, (a) if the Shares are certificated, certificates for the Shares, duly endorsed for transfer with signatures guaranteed, or (b) The Company may exercise its Repurchase Option by deliveringif the Shares are not certificated, personally an instrument or by registered mail, instruments reasonably satisfactory to Purchaser (or his or her transferee or legal representative, as evidencing the case may be), within ninety days transfer of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Repurchased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s officePurchaser.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of Directorship 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not the obligation, to exercise the Repurchase Option.
(ii) Unless the Company notifies Purchaser in writing within 90 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as defined of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option Agreementpursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), as applicablethe Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, for any reason, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c100%) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Agreement Grant until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Stock Option Agreement (Omeros Corp)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of Directorship ----------------- the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested , of which (A) one-fourth (1/4) of the Shares shall be vested on the date that is one year from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in accordance each case that Purchaser's employment or consulting relationship with the Vesting Schedule set forth in Company has not been terminated prior to the Option Agreement date of any such release) each month thereafter until all such Shares are released from the Repurchase Optionfully vested. Fractional Shares shares shall be rounded down to the nearest whole share.
(iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.
Appears in 1 contract
Repurchase Option. (a) Investor hereby grants the Company an option to repurchase from the Investor between 50% and 100% of the Unexercised Portion of the Series B Warrant (the “Option”) for a period commencing on the date of this Agreement until November 22, 2014 (the “Expiration Date”), at a purchase price of $0.1759 per share of Common Stock (the “Repurchase Price”); provided, however, that if the Company desires to exercise the Option for less than 100% of such Unexercised Portion, then it may only do so in the event that the Investor, in its sole discretion, consents. The Investor shall not be required to provide a reason in the event that it denies the Company the right to exercise the Option for less than 100% of the Unexercised Portion of the Series B Warrant, and such failure to consent shall not adversely affect the rights of Investor under the Series B Warrant, Securities Purchase Agreement or related transaction documents. For the sake of clarity, and for illustration purposes only, the Repurchase Price for 100% of the Unexercised Portion of the Series B Warrant (currently 23,257,258 shares of Common Stock) would be $4,090,951.68 and the Repurchase Price for 50% of the Unexercised Portion of the Series B Warrant (currently 11,628,629 shares of Common Stock) would be $2,045,475.84. Such example shall not confer any rights upon the Company to exercise the Option for less than 100% of the Unexercised Portion. In the event of Purchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, for any reasonCompany desires to exercise the Option, the Company shall have give irrevocable notice by e-mail, no less than 3 business days prior to the right and option Closing (as defined below), to purchase from Purchaserthe Investor of its intention to exercise the Option. In the event the Option is exercised by the Company, at the Closing, the Company shall pay the applicable aggregate Repurchase Price to the Investor for the Series B Warrant (or Purchaserportion thereof) by wire transfer of immediately available funds in accordance with the Investor’s personal representativewritten wire instructions. Promptly following the receipt of such Repurchase Price by the Investor, as the case may be, all of Purchaser’s Unvested Shares as Investor shall deliver to the Company for cancellation the original Series B Warrant. In the event less than 100% of the date Series B Warrant is repurchased, the Company shall reissue to Investor a warrant representing the unrepurchased portion of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”)Series B Warrant.
(b) The Unexercised Portion, other share amounts and prices, if applicable, set forth in section 2(a) shall be adjusted automatically on a proportionate basis to take into account any reverse stock split with respect to the Common Stock that occurs during the term of this Agreement. For instance, in the event the Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser effects a reverse split of the Common Stock at a ratio of one-for-sixty (or his or her transferee or legal representative, as the case may be1:60), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially Unexercised Portion would be subject to 387,621 shares of Common Stock and the Repurchase Option. The Unvested Shares shall Price per share (on a post-split basis) for such amount would be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share$10.5541.
Appears in 1 contract
Sources: Warrant Repurchase Option Agreement (Applied Dna Sciences Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of Directorship up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(as defined ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8 of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option Agreement at the end of each month thereafter, until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional Shares shares shall be rounded down to the nearest whole share.
(iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall be deemed to be released from the Repurchase Option as of the time of such death or disability.
(v) Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date.
(vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to (i) the closing of a sale of equity securities by the Company in which the gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of equity securities are greater than One Million Dollars ($1,000,000) or (ii) May 1, 1997, then all of Purchasers' Shares shall remain subject to the Repurchase Option.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of Directorship 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as defined ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100be in effect with respect to 75% of the Unvested Shares and shall initially be subject lapse as to 1/48 of such shares on the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship Continuous Service Status (as defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of Purchaser’s death or disability (as defined under Section 22(e)(3) of the Option AgreementInternal Revenue Code of 1986, as amended (the “Code”), as applicable, by the Company for any reason or by Purchaser for any reason, the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of upon the date of such termination (the Purchaser’s “Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Repurchase Option, at the price equal to $0.01 per Vesting Share (adjusted for any stock splits, stock dividends and the like) (the “Termination Price”). Notwithstanding the provisions of this Section 4, Holder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the event that the Company elects to exercise its Repurchase Option, the Termination Price may be less than the value of the Vesting Shares being repurchased by the Company, and that Holder bears any risk associated with the potential loss in value.
(b) The Company may exercise its Repurchase Option shall be exercised by deliveringthe Company by written notice at any time within three months following the Termination Date to Holder or, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as in the case may be), within ninety days event of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Companydeath, Purchaser’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place executor, and, at the Company’s officeoption: (i) by delivery to Purchaser or Purchaser’s executor of a check in the amount of the Termination Price for the Vesting Shares being repurchased; (ii) by cancellation by the Company of indebtedness equal to the Termination Price for the Vesting Shares being repurchased; or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Termination Price. At Upon delivery of such notice and payment of the closingTermination Price in any of the ways described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Vesting Shares being transferred shall deliver the stock certificate repurchased and all rights and interest therein or certificates evidencing the Unvested Sharesrelated thereto, and the Company shall deliver have the purchase price thereforright to transfer to its own name the number of Vesting Shares being repurchased by the Company, without further action by any Holder.
(c) At its optionOn the date hereof, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address none of the bank, date of closingShares shall be vested, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% all 1,000,000 of the Unvested Shares (the “Vesting Shares”) shall initially be subject to the Repurchase Option. The Unvested Of the Vesting Shares, 500,000 Shares shall be released from vest on the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Award Date I and 500,000 Shares shall be rounded down to vest on the nearest whole share.Award Date II. For purposes of this Agreement, “
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Viking Therapeutics, Inc.)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of Directorship 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (as defined adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser’s executor and, at the Company’s option, (A) by delivery to Purchaser or Purchaser’s executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days 100%) of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement <<VestingSchedule>>, until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Foundry Networks Inc)
Repurchase Option. (ai) In If Purchaser voluntarily terminates his employment relationship with the event of Company or if the Company terminates Purchaser’s Termination of Directorship 's employment relationship with the Company for Cause (as defined below), the Company shall upon the date of such termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days ----------------- from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 10075% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Option Agreement signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 236,250 of the Shares that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(B) In the event of a Change of Control (as defined below) during the term of Purchaser's employment with the Company and (a) Purchaser is not offered a position with similar responsibilities (at the same or greater base salary and bonus potential) by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles from your residence, 100% of the Shares shall be released from the Repurchase Option on the effective date of the transaction. For purposes of the foregoing sentence, it is agreed that managing the online division of a major drugstore chain will not constitute a position with similar responsibilities. Subject to such exception, however, Purchaser and the Company agree that a position with similar responsibilities will include any position in which Purchaser continues to run the operations of the Company with full executive responsibility for strategic and business planning, profit and loss, marketing, pricing and sales. Purchaser further agrees that Purchaser's responsibilities at the surviving corporation shall not be considered to be dissimilar solely because the acquiring company combines and operates warehousing, distribution and other similar operations.
(iv) The following terms referred to in this Section 3 shall have the following meanings:
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. Pursuant to this Agreement, One Million Five ----------------- Hundred Thousand (1,500,000) shares of Common Stock of the Company owned by Founder (the "Stock") shall be subject to the repurchase option of the Company set forth below ("Purchase Option"):
(a) In the event that either (i) the Founder voluntarily ceases to be an employee of Purchaser’s Termination of Directorship or associated with the Company or (ii) the Founder is terminated for Cause (as defined in the Option Agreementbelow), as applicable, for any reason, then the Company shall have the right and at any time within sixty (60) days after such cessation to exercise its option to purchase repurchase from Purchaser, the Founder or Purchaser’s his personal representative, as the case may be, all at the Founder's cost, up to but not exceeding the number of Purchaser’s Unvested Shares as shares of stock which have not vested under the provisions of subsection (b) below. Engagement of the date Founder solely as a director, consultant or advisor to the Company shall not be deemed as cessation of employment or association with the Company. As used herein, employment with the Company shall include employment with a "parent" or "subsidiary" of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares Company as those terms are defined in connection with the exercise Sections 424(e) and (f) of the Option (the “Repurchase Option”)Internal Revenue Code of 1986, as amended.
(b) The Company may exercise its Repurchase Purchase Option by delivering, personally or by registered mail, as to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days maximum portion of the date of Stock specified in the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention following table: If employment ceases: Stock subject to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. Purchase Option: --------------------- --------------------------------- ------------------------------------------------------------------------------------------- At the closing, Effective Date 750,000 shares ------------------------------------------------------------------------------------------- From the holder Effective Date until thirty (30) 750,000 minus (25,000 multiplied by number ----- ---------- months after the Effective Date of full months since the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.Effective Date) ------------------------------------------------------------------------------------------- Thereafter None -------------------------------------------------------------------------------------------
(c) At its option, The Purchase Option shall be exercised by written notice signed by an officer of the Company may elect or by any assignee or assignees of the Company and delivered or mailed as provided in Section 11. Such notice shall identify the number of shares to make payment be purchased and shall notify the Founder of the time, place and date for the Unvested Shares to a bank selected settlement of such purchase, which shall be scheduled by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating within ninety (90) days from the name and address of the bank, date of closing, and waiving the closing at the Company’s officecessation of employment or association.
(d) If The Founder shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Company does not elect Stock or any interest therein subject to exercise the Repurchase Purchase Option conferred above by giving without the requisite notice within ninety days following prior express written consent of the date issuer of Purchaser’s Termination the shares. The parties agree to execute and deliver such further instruments and agreements and take such further actions as may reasonably be necessary to carry out the intent of Directorship, the Repurchase Option shall terminatethis Agreement.
(e) 100% The Company shall not be required (i) to transfer on its books any shares of Stock of the Unvested Shares Company which shall initially be subject to have been transferred in violation of any of the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the Option Agreement until right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(f) The Founder shall exercise all Shares are released from rights and privileges of a shareholder of the Repurchase Option. Fractional Shares shall be rounded down Company with respect to the nearest whole shareStock.
(g) This Section 7 shall terminate upon the exercise in full or expiration of the Purchase Option or the closing of a firm commitment underwritten public offering of the Company's common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, whichever first occurs.
Appears in 1 contract
Repurchase Option. (a) In Subject to the event provisions of PurchaserSection 3.2 below, if Holder ceases to be a Service Provider before all of the Shares are released from the Company’s Termination of Directorship Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Unreleased Shares (as defined below in Section 3.3) at such time (the “Repurchase Option”) at the original cash purchase price per share (the “Repurchase Price”). The Repurchase Option shall lapse and terminate one hundred fifty (150) days after Holder ceases to be a Service Provider. The Repurchase Option shall be exercisable by the Company by written notice to Holder or Holder’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company’s option, by delivery to Holder or Holder’s executor with such notice of a check in the Option Agreementamount of the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, as applicablethe Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, for any reason, and the Company shall have the right to retain and option transfer to purchase from Purchaser, or Purchaser’s personal representative, as its own name the case may be, all number of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company. The In the event the Company repurchases any Shares under this Section 3.1, any dividends or other distributions paid on such Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall avail itself of this option be promptly paid by a notice in writing the escrow agent to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Tessera Technologies Inc)
Repurchase Option. (a) In the event of Purchaser’s Termination of Directorship that either:
(as defined in i) the Option Agreement), as applicable, Buyer for any reason, except for acts of God and other unforeseen events and actions over which the Company Buyer has no control, shall not satisfy the material conditions to the Second Closing, including payment of the principal amount of $792,500 due pursuant to the terms of the Acquisition Promissory Note subject to any cure period; or
(ii) during the period following the First Closing through the Second Closing, YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or ▇▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Shares held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in an appropriate filing with the SEC 15% or more of then issued and outstanding shares of the Buyer’s Common Stock, the Members, jointly and not severally, shall have the right and an option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”) to purchase all (but not less than all) of the shares of Buyer Sub common stock held in escrow pursuant to the Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 15 days following the first occurrence of an event set forth in either subparagraph (a) or (b) above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Members, jointly and not severally, shall exercise their Repurchase Option by delivering written notice to the Buyer and Buyer Sub on or before the expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with a check or checks in the amount equal to the Repurchase Consideration. A closing with regard to the Member’s exercise of the Repurchase Option shall occur no later than 15 business days following the Buyer’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Members (the “Repurchase Option Closing”).
(b) The Company may In the event the Members exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with Section 1.12(a):
(i) as a break-up fee, the Vesting Schedule set forth in Members shall have a right to retain (A) all of the Option Agreement until all Shares are released from shares of Buyer Common stock issued at the First Closing pursuant to Section 1.6 above and (B) 5,000,000 shares of Buyer Common Stock issued pursuant to Section 1.7(a) above; and
(ii) the Buyer’s obligations to pay the principal amount and interest due under the Acquisition Promissory Notes and One Year Notes shall terminate and such promissory notes shall be delivered to the Buyer at the Repurchase Option. Fractional Shares Option Closing for cancellation; and
(iii) the Buyer shall be rounded down have no further liability or obligation to the nearest whole shareMembers or the Surviving Corporation under this Agreement, the Collateral Agreements, or otherwise.
Appears in 1 contract
Sources: Merger Agreement (Ariel Way Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser’s 's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "TERMINATION DATE") have an irrevocable, ---------------- exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section I (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of Directorship (as defined a check in the Option Agreement)amount of the purchase price for the Shares being purchased, as applicableor (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to purchase from transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(biii) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser One hundred percent (or his or her transferee or legal representative, as the case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c100%) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Agreement Grant until all Shares are released from the Repurchase Option. Fractional Shares shares shall be rounded down to the nearest whole share.
Appears in 1 contract
Sources: Early Exercise Notice and Restricted Stock Purchase Agreement (Top Tier Software Inc)
Repurchase Option. (a) In Purchaser hereby grants to Seller the event of Purchaser’s Termination of Directorship option (as defined in the "Repurchase Option") to repurchase the Purchased Interests from Purchaser at any time from the date hereof to and including January 5, 2002 (the "Repurchase Option AgreementTerm"), as applicable, for any reason, the Company shall have the right and option . The purchase price payable by Seller to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as Purchaser upon exercise of the date Repurchase Option (the "Repurchase Price") shall be the sum of (i) the Purchaser’s Termination of Directorship at the exercise price Purchase Price, (ii) all amounts paid by Purchaser for such Shares pursuant to Sections 3.3, 6.1, 7.2 and 11.3 of this Agreement, (iii) all amounts paid by Indemnitor pursuant to Section 7.3 and Article 9 of this Agreement, and (iv) all costs and expenses (including reasonable attorneys' fees) of Purchaser incurred in connection with the exercise initial purchase of the Option Purchased Interests by the Purchaser and the subsequent repurchase of the Purchased Interests by Seller, plus interest on such amounts from the date of this Agreement until the date paid, at a rate equal to the Prime Rate as in effect from time to time plus two percent (the “Repurchase Option”2%).
(b) The Company Seller may exercise its the Repurchase Option by delivering, personally or by registered mail, written notice of its election to do so delivered to Purchaser at least three (or his or her transferee or legal representative, as 3) days prior to the case may bedesignated date of purchase (the "Repurchase Date"), within ninety days . Such written notice shall state (i) the Repurchase Price and (ii) the Repurchase Date. The closing of the date exercise of the Repurchase Option shall occur on the Repurchase Date. At such closing, Seller shall pay to Purchaser the Repurchase Price by wire transfer of funds satisfactory to Purchaser and Purchaser shall sell, transfer, assign and convey to Seller or its designee all of Purchaser’s Termination 's right, title and interest in and to the Purchased Interests, free and clear of Directorship a notice in writing indicating the Company’s intention all Liens.
(c) Unless Seller has elected to exercise the Repurchase Option and setting forth a date for the closing not later than thirty days from of the mailing exercise of such notice. The closing shall take place at the Company’s office. At Repurchase Option has occurred during the closingRepurchase Option Term in accordance with Sections 10.1(a) and 10.1(b) above, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, Repurchase Option and the Company Seller's right to repurchase the Purchased Interests shall deliver the purchase price therefor.
(c) At its optionexpire and be of no further force and effect on January 5, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office2002.
(d) If the Company does not elect to exercise During the Repurchase Option conferred above by giving Term, Purchaser shall not transfer, assign, sell or otherwise convey or encumber the requisite notice within ninety days Purchased Interests to any Person other than Seller or its designee; provided, however, that this Section 10.1(d) shall not restrict or prohibit Purchaser in any way from conducting its normal course of business following the date initial purchase of the Purchased Interests, which Seller expressly acknowledges may include without limitation the amendment or modification of Purchaser’s Termination 's formative and operating documents, the refinancing or repayment of Directorshipany of Purchaser's Obligations, the addition or removal of partners in Purchaser, the assignment, modification or amendment of any Project Contract or any other action or failure to act of Purchaser; provided, further, that Seller expressly acknowledges and agrees that, following any repurchase of the Purchased Interests, it will not have any right or ability to unwind or reverse any action taken by Purchaser during the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option Term other than in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole sharePurchaser's then-effective formative and operating documents.
Appears in 1 contract