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 the Optionee, prior to the Expiration Date, ceases his or her employment or 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 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.
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. 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
Buy-Back Rights. (a) 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. In the event that all Purchaser options have not been exercised, or the First Closing has occurred and the Purchaser fails to complete the Final Closing, Seller shall have the right to buy back its entire 20% interest from Purchaser for a total of $5,000. Upon such occurrence, Seller shall tender good funds of $5,000 to designee of Purchaser's choice and upon receipt and acknowledgement of such funds Purchaser will immediately tender stock representing 20% ownership in the Company back to Seller. Initials ______ ______
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).
Buy-Back Rights. 2.1 In the event that 89% or more of the shares of Telvent GIT S.A. is acquired by any entity other than Abengoa S.A. or an entity controlled by Abengoa S.A. within a period of five years from the Closing, the Transferee agrees that the Transferor shall have the option to buy back the 8% of the total capital in the Company, at the purchase price of EUR 9,600,000.00, which is equivalent to the Fixed Component of the Purchase Price paid to the Transferor by the Transferee under this Agreement (hereinafter referred to as the: “Buy Back Payment”), plus taxes and all costs related to the exercise of the Buy Back Right by the Transferor. The price shall be increased annually according to the 30- day Euribor rate of interest of the European Central Bank; If the Transferor decides to exercise its Right to Buy Back the 8% of the total capital of the Company, the Transferor shall deliver a notice in writing to the Transferee inviting the Transferee to execute a stake transfer agreement and an amendment to the Foundation Agreement (hereinafter referred to as the “Buy Back Notice”). Together with the Buy Back Notice, the Transferor will deliver the forms of the stake transfer agreement and the amendment to the Foundation Agreement. The Transferee is obliged to inform the Transferor in writing on the date of executing the stake transfer agreement and the amendment to the Foundation Agreement and certify the same within 30 days at the latest from the day of receiving the Buy Back Notice in order to enable the Transferor to implement the changes with respect to the stake before the Business Register Agency. The payment term for this Buy Back Payment shall be 5 years at an annual interest rate of 5%. The Transferor shall have a grace period of 1 year and thereafter will pay the purchase price in 16 quarterly payments starting after the grace period. The grace period shall commence on the day of execution of the stake transfer agreement and amendment to the Foundation Agreement. In case the Transferee fails to execute these documents, grace period starts from the date of entry of buy-back into the Book of stakes (51% DMS GROUP). The Transferor shall pay the interest calculated during the Grace Period on the last business day of the Grace Period. If the Transferee fails to execute either the stake transfer agreement for the 8% of the total capital of the Company and/or the amendment to the Foundation Agreement within 30 days from receiving the Buy Back Notice, the Company i...
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...
