Repurchase Right Sample Clauses
A Repurchase Right clause grants one party, typically the issuer or company, the option to buy back shares or assets from another party under specified conditions. This right may be triggered by events such as an employee leaving the company or failing to meet certain milestones, and usually outlines the price and timeframe for the repurchase. Its core function is to allow the company to regain control over its equity or assets, thereby protecting its ownership structure and ensuring alignment with its long-term interests.
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Repurchase Right. (i) (A) At any time prior to the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the lesser of (1) the purchase price per Share as provided herein or (2) the Current Market Price (as defined herein) of the Common Stock; and (B) at any time on or after the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the Current Market Price of the Common Stock. Such right of the Company may be exercised by providing a notice of repurchase (the “Repurchase Notice”) to the Purchaser not less than five business days prior to the date repurchase is to be made pursuant to this Section 4(e), specifying the date of such repurchase (the “Repurchase Date”) and the number of shares of Class B Stock to be repurchased. The Repurchase Notice having been so given by the Company, the aggregate repurchase price for the shares of Class B Stock to be so repurchased shall become due and payable on the Repurchase Date.
(ii) For purposes of this Agreement:
(A) “Current Market Price” per share of a security at any date herein shall mean the average daily Closing Price (as defined herein) of such security for the 20 consecutive Trading Days (as defined herein) preceding such date (subject to equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in such security); provided, however, that in the case of the Common Stock, where no public market exists for the Common Stock at the time of exchange, the Current Market Price per share of the Common Stock shall be as determined by an independent investment banking firm experienced in the valuation of securities of property and casualty insurance companies and selected by the Company (at the Company’s expense); provided that, after receipt of the determination by such firm, the Purchaser shall have the right to select (at the expense of the Purchaser) a second such investment banking firm to make such determin...
Repurchase Right. Notwithstanding any other provisions of this Warrant, ---------------- the Company may, in the event that the average trading price of the Company's Common Stock, as reported on the NASDAQ SmallCap Market or such other exchange on which the Company's Common Stock may then be quoted, exceeds $10.00 for a period of twenty (20) consecutive trading days, upon not less than thirty (30) days' notice in writing to the Holder, repurchase all or any portion of this Warrant at a purchase price equal to $.10 per share of Common Stock covered hereby, such purchase price to be proportionally adjusted each time the Exercise Price is adjusted pursuant to Section 6 hereof. During such thirty (30) day period, the Holder may exercise such Warrants or a portion thereof in accordance with the terms hereof. The closing on such repurchase shall occur on the date and at the time set forth in such notice at the office of the Company in Redwood City, California or at such other place as shall be agreed upon by the Company and the Holder. At the Closing, the Company shall deliver to the Holder an amount equal to the purchase price in immediately available funds and the Holder will deliver this Warrant to the Company for cancellation. To the extent any repurchase hereunder is of less than all of the rights represented by this Warrant, the Company will deliver to the Holder a new Warrant covering the rights not so purchased.
Repurchase Right. The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) all or any part of the Unvested Shares in the event that the Purchaser’s Continuous Service terminates for any reason. Upon exercise of the Repurchase Right, the Purchaser shall be obligated to sell his or her Unvested Shares to the Company, as provided in this Section 4.
Repurchase Right. (a) If, at any time prior to May 1, 2005 there shall occur a Repurchase Event, then each Noteholder shall have the right, at such holder's option, to require the Company to repurchase all of such holder's Notes, or any portion thereof (in principal amounts of $1,000 or integral multiples thereof), on the date (the "repurchase date") that is forty (40) calendar days after the date of the Company Notice (as defined in Section 16.2 below) of such Repurchase Event (or, if such 40th day is not a Business Day, the next succeeding Business Day). Such repurchase shall be made in cash at a price equal to 100% of the principal amount of Notes such holder elects to require the Company to repurchase, together with accrued interest, if any, to the repurchase date (the "Repurchase Price") (or, at the option of the Company, by delivery of Common Stock in accordance with the provisions of Section 16.3); provided, however, that if such repurchase date is May 1 or November 1, then the interest payable on such date shall be paid to the holder of record of the Note on the next preceding April 15 or October 15, respectively. No Notes may be redeemed at the option of holders upon a Repurchase Event if there has occurred and is continuing an Event of Default, other than a default in the payment of the Repurchase Price with respect to such Notes on the repurchase date.
Repurchase Right. Subject to Sections 6(e) and 7 hereof, from and after the date of such Termination of Employment, the Company may repurchase any or all of such Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares for a per share purchase price equal to the par value as of the Grant Date of such Share.
Repurchase Right. Subject to Sections 6(e) and 7 hereof, following the Termination of Employment due to death or Permanent Disability described above, any Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares may be repurchased by the Company at any time during the two-year period following the date of such Termination of Employment at a purchase price per share equal to the Class B Repurchase Price of such Class B Share on the date of repurchase. Notwithstanding the foregoing, if any Class B Restricted Shares are repurchased by the Company (or the Sponsor Shareholder pursuant to Section 11 of the Management Shareholders Agreement) during the D & D Protected Period, and, subsequent to such repurchase, but prior to the expiration of the D & D Protected Period either (A) an Initial Public Offering occurs, or (B) the Company enters into a definitive agreement with respect to a Change in Control transaction, then, upon the consummation of such Initial Public Offering or Change in Control, as the case may be, the Company shall pay to the Employee within sixty (60) days after the consummation of such Change in Control or Initial Public Offering an amount equal to the excess, if any, of (x) the Class B Repurchase Price of such Class B Restricted Shares on the date of the Change in Control or the Initial Public Offering, as applicable, over (y) the purchase price paid to the Employee for such Class B Restricted Shares.
Repurchase Right. In event of the Employee’s Termination of Employment by death or Disability, subject to Section 7 hereof, any Shares held by the Employee as a result of the exercise of Share Options may be repurchased by the Company pursuant to the provisions of Section 4.4(c) of the Employment Agreement.
Repurchase Right. (a) Each of Sacramone and M▇▇▇▇▇▇ agrees that, if a Qualified Business Combination has not yet occurred before the Termination Date, then from the Termination Date until 180 days thereafter (the “Exercise Period”), the Company or its assignee will repurchase all the shares of Series H Preferred Stock (“Series H Shares”) that he owns, at a purchase price of One Dollar ($1.00) per share. With respect to each Series H Share subject to repurchase pursuant to this Section 3.1, the Company (or its assignee) may exercise its repurchase right by delivery of written notice to the holder of such Series H Share at any time during the Exercise Period (which notice may be delivered by certified mail, overnight delivery, telecopier or e-mail), which notice shall contain an irrevocable offer to purchase the Series H Shares. All the rights of the holder of any such Series H Shares, other than the right to receive payment for such Series H Shares, will terminate as of the date of delivery by the Company of the written notice described in this paragraph (“Notice Date”).
(b) If Sacramone or M▇▇▇▇▇▇ becomes obligated to transfer Series H Shares to the Company or its assignee pursuant to this Section 3.1, he agrees to endorse in blank the certificates evidencing the Series H Shares to be sold and deliver those certificates to the Company or its assignee within five business days of the Notice Date, and the Company shall contemporaneously deliver the purchase price for such Series H Shares. Upon such delivery, full right, title and interest in such Series H Shares will pass to the Company or its assignee. If a holder of Series H Shares fails to deliver those shares in accordance with the terms of this Section 3.1, the Company or its assignee may, at its option, in addition to all other remedies it may have, either (i) send to that holder the purchase price for such Series H Shares, as herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of that holder for release upon delivery of Series H Shares in accordance with the terms of this Agreement. Thereupon, the Company or its assignee, upon written notice to the holder, will (x) cancel on its books the certificate or certificates representing the Series H Shares required to be transferred, and (y) issue, in lieu thereof, in the name of the Company (or its assignee) a new certificate or certificates representing such Series H Shares.
Repurchase Right. 63 Section 11.2. Conditions to the Company's Election to Pay the Repurchase Price in Common Stock...............63 Section 11.3. Notices; Method of Exercising Repurchase Right, Etc............................................64
Repurchase Right. Any Shares held by a Participant issued in connection with the exercise of the Option shall be subject to the repurchase right set forth under Section 6(h) of the Plan. Transferability. The Option shall be subject to the transfer restrictions contained in Section 6(i) of the Plan.