Exercise of Repurchase Right Clause Samples

Exercise of Repurchase Right. The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 14(a) or 14(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Florida corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 14.

Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 9 that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. During the Repurchase Period, the Company shall pay to the holder of the Restricted Shares the purchase price determined under Section 2(a) above for the Restricted Shares being repurchased ( i.e. , $.01 per Share, as adjusted for stock splits, stock dividends and similar corporate transactions). Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Purchaser. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company (if not already held by the Company).

Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 9 that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. During the Repurchase Period, the Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Purchaser in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company properly endorsed for transfer.

Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 16(a) or 16(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth under New York law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 16.

Exercise of Repurchase Right. Unless Workday provides written notice to Participant within 90 days from the date of termination of Participant’s service to Workday that Workday does not intend to exercise its Repurchase Right with respect to some or all of the Unvested Shares, the Repurchase Right will be deemed automatically exercised by Workday as of the 90th day following such termination, provided that Workday may notify Participant that it is exercising its Repurchase Right as of a date prior to such 90th day. Unless Participant is otherwise notified by Workday pursuant to the preceding sentence that Workday does not intend to exercise its Repurchase Right as to some or all of the Unvested Shares, execution of this Agreement by Participant constitutes written notice to Participant of Workday’s intention to exercise its Repurchase Right with respect to all Unvested Shares to which such Repurchase Right applies at the time of Termination of Participant. Workday, at its choice, may satisfy its payment obligation to Participant with respect to exercise of the Repurchase Right by (A) delivering a check to Participant in the amount of the purchase price for the Unvested Shares being repurchased, (B) in the event Participant is indebted to Workday, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, (C) in the event Participant purchased Unvested Shares pursuant to Section 2(b), at the time of Termination of Participant, Participant will forfeit all of Participant’s Unvested Shares or (D) 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 Right by canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, such cancellation of indebtedness will be deemed automatically to occur as of the 90th day following termination of Participant’s employment or consulting relationship unless Workday otherwise satisfies its payment obligations. As a result of any repurchase of Unvested Shares pursuant to the Repurchase Right, Workday will become the legal and beneficial owner of the Unvested Shares being repurchased and will have all rights and interest therein or related thereto, and Workday will have the right to transfer to its own name the number of Unvested Shares being repurchased by Workday, without further action by Participant.

Exercise of Repurchase Right. If the Company desires to exercise the Repurchase Right, the Company must give written notice to the Participant or his or her transferee of such exercise at any time during the period commencing on the date of Termination and ending on the date which is one hundred and ninety (190) days after the later of (x) the date of Termination and (y) for each Share acquired upon the exercise of the Option, the date on which such Share was acquired. The notice shall set forth the date, time and place the repurchase is to be effected as well as the Repurchase Price; provided that such repurchase shall not occur earlier than six (6) months and one (1) days after the later of the Participant’s receipt of the Shares pursuant to the Option exercise and the termination of the Participant’s Service. Such date shall not be more than thirty (30) days following the date on which the notice is provided to the Participant or his or her transferee. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Participant in the purchase of the Shares. The certificate(s) representing the Shares being repurchased shall be delivered to the Company upon receipt of payment.

Exercise of Repurchase Right. If QL Holdings elects to repurchase Executive Units from the Executive or QLH pursuant to this Section 6, QL Holdings shall deliver written notice of its election to the Executive (a “Repurchase Notice”) within one hundred twenty (120) days of the date of termination of the Executive’s employment. The Repurchase Notice shall set forth the number of Executive Units to be acquired from the Executive and/or QLH, as the case may be, the aggregate consideration to be paid in cash for such Executive Units, QL Holdings’ determination of the Fair Market Value and resulting calculation of Unit Fair Market Value of each Unit, and the time and place for the closing of the transaction. The closing of the purchase of the Executive Units pursuant to the Repurchase Notice shall take place on the date designated by QL Holdings in the Repurchase Notice, subject to an extension of up to no more than ninety (90) days to enable resolution of a dispute pursuant to Section 6(b) hereof of the determination of Fair Market Value, and the resulting calculation of Unit Fair Market Value. QL Holdings shall pay for the Executive Units to be purchased pursuant to the Repurchase Notice by (i) check or (ii) wire transfer of immediately available funds. In connection with any such purchase of Executive Units, QL Holdings will be entitled to receive customary representations and warranties from the Executive and/or QLH, as the case may be, regarding the valid ownership of such Executive Units, free of all liens and encumbrances (other than those arising under applicable securities laws), and the Executive’s and/or QLH’s authority, power and right to sell such Executive Units without violating any other agreement.

Exercise of Repurchase Right. The Company shall be deemed to have exercised its Repurchase Right automatically for all Subject Shares as of the Termination Date, unless within ninety (90) days thereafter, the Company notifies the holder of the Subject Shares pursuant to Section 16 that it will not exercise its Repurchase Rights as to some or all of the Subject Shares. The certificate(s) representing the shares to be repurchased shall be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to Purchaser the repurchase price determined according to Section 2, above. The repurchase price shall be paid by certified or cashier’s check or by cancellation of any purchase money indebtedness of Purchaser to the Company.