Buy-Back Rights. If the Optionee terminates employment for any reason, the Optionee must, upon request by the Committee, sell his or her shares of Common Stock to the Company at a price equal to the Fair Market Value of such shares of Common Stock on the date of such sale. The Company shall exercise the buy-back right with respect to the Optionee no later than twelve (12) months after the date the Optionee terminates employment.
Buy-Back Rights. If the Participant terminates employment for any reason, the Participant must, upon request by the Committee, sell his or her shares of Stock to the Company at a price equal to the Fair Market Value, as defined in the Plan, of such shares of Stock on the date of such sale. The Company shall exercise the buy-back right with respect to a Participant no later than twelve (12) months after the date the Participant terminates employment.
Buy-Back Rights. If at any time prior to the occurrence of a Triggering Event (i) any shareholder of HDT who provides services to USPE pursuant to a management contract between HDT and USPE shall cease to provide services to USPE due to either the shareholder's voluntary termination of employment or such person's dismissal declared for just cause in accordance with Article 54 of the Spanish Workers Statute, and if USPI and HDT do not agree on a replacement who shall become a shareholder of HDT within 60 days after such discontinuation of services, or (ii) any of HDT's capital shares shall ultimately be owned by a person or entity other than a current shareholder of HDT or someone providing services to USPE under a management contract (whether by judicial or administrative executory proceeding, realization of a right of pledge or otherwise), then, and in each such case, USPI shall have an option to purchase that number of the shares of USPI-B Stock held
1) to third parties (provided there has been $1,000,000 of sales of such common stock within the 12-month period preceding the date of exercise of the option). If there has not been $1,000,000 of sales of such common stock within the 12-month period preceding the date of the exercise of the option, then the most recent $1,000,000 of sales shall be used to determine the purchase price, unless either USPI or HDT objects to using the most recent sales, then USPI and HDT shall jointly select a third party appraiser to determine the fair market value exercise price for the USPI B-Stock. USPI shall notify HDT of its election to exercise the option within 90 days after USPI receives notice of such discontinuation of services or transfer of ownership, and USPI shall consummate the option exercise within 30 days after providing notification to HDT. Notwithstanding the foregoing, USPI shall not have the option to purchase up to 20% of the outstanding USPI B-Stock which would otherwise be subject to the option hereinabove provided if the other shareholders of HDT who provide services to USPE pursuant to a management contract acquire the underlying shares of HDT which give rise to the repurchase option.
Buy-Back Rights. Purchaser hereby grants to Seller the right to buy back the Blaze Stock for the EESV Stock (the “Buy Back Rights”), providing notice to Purchaser of his election to do so at the principal office of the Purchaser, at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000, or at such other place as Purchaser may designate by notice to Seller, provided that such notice shall not be less than thirty (30) calendar days prior to the “Exercise Date”, as defined below. The Buy Back Rights granted hereunder may only be exercised in whole on June 1, 2009 (the “Exercise Date”).
Buy-Back Rights. If the Optionee, prior to the Expiration Date, ceases his or her engagement with the Company because he or she is terminated for Cause pursuant to paragraph (f) of this Section 3 prior to the Company’s first underwritten offering to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, then the Company shall have the right and option to purchase, for a period of 180 days from the date of the Optionee’s termination of engagement, and if the Company exercises such right, the Optionee shall be required to sell to the Company, any or all of the shares of Common Stock of the Company which may have been granted hereunder as a result of a previous exercise, or as a result of a previous exercise under an Option Agreement granted in connection with a previous period of engagement with the Company, at a price per share equal to the fair market value (determined by an independent third party appraiser as of the date the Company exercises such right). If at any time the Company elects to purchase shares pursuant to this Section 3(g), the closing of such purchase shall take place at the offices of the Company within 30 days after delivery of notice to the Optionee of the Company’s election to purchase such shares. The purchase price for such shares shall be paid by delivery of a bank cashier’s check or certified check. This provision 3(g) shall survive the exercise or partial exercise of this Option.
Buy-Back Rights. In the event of any expiration or termination of this Agreement, or prior to any contemplated sale, lease, license, consignment or any other transfer of any Machine or Enhanced Machine by Xxxxx to any third party, Xxxxx shall give no less than forty-five (45) days’ written notice thereof to DDS, and shall afford DDS the opportunity to purchase all or some of such Machines or Enhanced Machines (at DDS’s discretion) ***. In the event that DDS declines to purchase any such Machines or Enhanced Machines, Xxxxx may proceed with the foregoing sale, lease, license, consignment or other transfer of such Machines or Enhanced Machines. The parties understand and agree that any agreements for sale of Machines or Enhanced Machines to third parties (including without limitation any sublicensees of Xxxxx) by DDS shall contain an analogous “buy back” provision; provided; however, that it shall not be an obligation of Xxxxx hereunder to arrange for the re-sale or return of such Machines or Enhanced Machines to DDS.
Buy-Back Rights. At any time after the Closing and continuing until eighteen (18) months thereafter (the “Buy-Back Period”), the AI Members shall have the right to buy-back up to 90% of the issued and outstanding membership interests of the Company from its member(s) (the “Buy-Back Interest”) by providing the Company and Purchaser with written notice during the Buy-Back Period of their election to acquire the Buy-Back Interest (the “Buy-Back Notice”). In consideration for the buy-back of the Buy-Back Interest, the AI Members, at their sole discretion, shall pay to Purchaser (or its designee) (i) $150,000 for each one percent (1%) of the Company’s membership interest that the AI Members elect to buy-back or (ii) one percent (1%) of the Acquisition Stock received by the AI Members for each one percent (1%) of the Company’s membership interest that the AI Members elect to buy-back (the “Buy-Back Price”). The remaining percentage equity interest of Purchaser in the Company after any exercise by the AI Members of their buy-back rights hereunder, is referred to herein as the “Purchaser’s Equity Interest”. The foregoing transactions shall be completed pursuant to a membership interest purchase agreement and/or other agreements to be agreed upon by the AI Members and Purchaser. If the Company, at any time after the buy- back, intends to implement any reclassification, consolidation, merger, acquisition, sale (asset or equity), transfer, share exchange or other corporate action (“Corporate Action”), the Company shall promptly notify and consult with Purchaser regarding such Corporate Action, and cause the terms of any such Corporate Action to give the Purchaser the right to maintain Purchaser’s Equity Interest in the Company or any successor entity or property, which terms shall be subject to the prior reasonable approval of the Purchaser. If the Company, at any time after the buy-back, intends to become publicly traded on a listed exchange or any quotation service directly, through a parent company, or through any other entity pursuant to a Corporate Action (“Going Public Transaction”), the Company shall likewise promptly notify and consult with Purchaser regarding such Going Public Transaction and shall cause the terms of any such Going Public Transaction to ensure that Purchaser’s equity interest in any such publicly traded entity, as of the date such entity’s shares become publicly traded, shall be equal to Purchaser’s Equity Interest, which terms shall be subject to the reason...
Buy-Back Rights. If the Optionee, prior to the Expiration Date, ceases his or her engagement or employment with the Company because he or she is terminated for Cause pursuant to paragraph (f) of this Section 3, prior to the Company’s first underwritten offering to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, then the Company shall have the right and option to purchase, for a period of 180 days from the date of the Optionee’s termination of engagement or employment, and if the Company exercises such right, the Optionee shall be required to sell to the Company, any or all of the shares of Common Stock of the Company which may have been granted hereunder as a result of a previous exercise at a price per share equal to the fair market value (determined by mutual agreement between the Company and the Optionee or, in the absence of such agreement, by an independent third party appraiser as of the date the Company exercises such right). If at any time the Company elects to purchase shares pursuant to this Section 3(g), the closing of such purchase shall take place at the offices of the Company within 30 days after delivery of notice to the Optionee of the Company’s election to purchase such shares. The purchase price for such shares shall be paid by delivery of a bank cashier’s check or certified check. This provision 3(g) shall survive the exercise or partial exercise of this Option.
3. Section 8 of the Agreement is hereby amended by renumbering the existing language as Section 8(a) and by adding a new paragraph, Section 8(b), which reads as follows:
Buy-Back Rights. In the event of any termination of this Agreement, and also prior to any contemplated sale, lease, license, consignment or any other transfer of any Machine by Xethanol to any third party, Xethanol shall give no less than forty-five (45) days’ written notice thereof to DDS, and shall afford DDS the opportunity to purchase all or some of such Machines (at DDS’s discretion) at a price equal to the original purchase price thereof reduced at a rate of twenty percent (20%) of such original purchase price per year thereafter, but in no event a price less than five percent (5%) of such original purchase price. In the event that DDS declines to purchase any such Machines, Xethanol may proceed with the foregoing sale, lease, license, consignment or other transfer of such Machines; provided, however, that prior to any such sale, lease, license, consignment or other transfer DDS shall have first entered into a separate written license and royalty agreement with the other party with respect to the Trade Secrets and the Patents. The parties understand and agree that any agreements for sale of Machines to third parties by Xethanol shall contain an analogous “buy back” provision for the benefit of DDS; provided; however, that it shall not be an obligation of Xethanol hereunder to arrange for the re-sale or return of such Machines to DDS.
Buy-Back Rights. The number of shares of USPI-B Stock held by HDT to be repurchased by USPI = (the total number of shares of USPI-B Stock held by HDT) times (the percentage ownership of the equity capital of HDT directly or indirect]v owned or controlled by the person whose failure to continue to provide services gave rise to such buy back right).
