Common use of Closing Procedure Clause in Contracts

Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination Event, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's assignee or assignees (if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Shares being purchased, PROVIDED, HOWEVER, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Servicesoft Technologies Inc), Restricted Stock Agreement (Servicesoft Technologies Inc)

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Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee Optionee (and/or, if applicable, any Permitted TransfereesTransferee) written notice within six (6) months after the Termination Event, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Option Shares being purchased, together with a duly executed stock power for the transfer of such Option Shares to the Company or the Company's ’s assignee or assignees (if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee Optionee or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Repurchasable Shares being purchased; provided, PROVIDED, HOWEVERhowever, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling firstly any indebtedness to the Company incurred in connection with the exercise of the Stock Option and then, secondly, any other obligations then owed by the Grantee Optionee to the Company. At such time, the Grantee Optionee and/or any holder of the Repurchasable Shares being purchased shall deliver to the Company the certificate or certificates representing the Shares shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Inverness Medical Innovations Inc), Non Qualified Stock Option Agreement (Inverness Medical Innovations Inc)

Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee Participant (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination EventEvent or Bankruptcy or, if later, six (6) months after any exercise of the Option, specifying a Repurchase closing date within such six-thirty (30) days after expiration of the applicable six (6) month period in which the Repurchase shall be effectedperiod. Upon such notification, the Grantee Participant and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's ’s assignee or assignees (if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee Participant or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Shares being purchased; provided, PROVIDED, HOWEVERhowever, that the Company may pay the purchase price Repurchase Price for such shares Shares by offsetting and canceling any indebtedness then owed by the Grantee Participant to the Company. At such time, the Grantee Participant and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Appears in 2 contracts

Samples: Stock Option Agreement (Papa Murphy's Holdings, Inc.), Stock Option Agreement (Papa Murphy's Holdings, Inc.)

Closing Procedure. The Company or its assigns shall effect the a Repurchase Right (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any his Permitted Transferees) written notice within six (6) months after the Termination Eventnotice, specifying a date within (not earlier than ten (10) days from the date of such six-month period in notice) on which the a Repurchase shall be effected. Upon such notification, the Grantee and any (and/or, if applicable, his Permitted Transferees Transferees) shall promptly surrender to the Company any certificates representing the Restricted Shares being purchasedpurchased free and clear of any liens or encumbrances, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (if applicable)assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or any (and/or, if applicable, his Permitted Transferees), the Company or its assignee or assignees shall deliver to him, her or them it, as the case may be, a check for the purchase price of the Restricted Shares being purchased, PROVIDEDprovided, HOWEVERhowever, that the Company may pay the purchase price for such shares Restricted Shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Appears in 1 contract

Samples: Restricted Stock Agreement (Boron Lepore & Associates Inc)

Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted TransfereesTransferees or any other applicable person or entity) written notice within six ninety (690) months days after the Termination Event, specifying a date within such six-month ninety (90) day period in which the Repurchase shall be effected. Upon such notification, the Grantee and Grantee, any Permitted Transferees and/or any other applicable person or entity shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by SECTION 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee Grantee, any Permitted Transferees or any Permitted Transfereesother applicable person or entity, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, PROVIDED, HOWEVER, that if such Restricted Shares are being purchased from the Grantee, the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.owed

Appears in 1 contract

Samples: Restricted Stock Agreement (MCK Communications Inc)

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Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination EventEvent or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's ’s assignee or assignees (if applicable)assignees. Upon the Company's ’s or its assignee's ’s receipt of the certificates from the Grantee or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price Repurchase Price of the Shares being purchased, PROVIDEDprovided, HOWEVERhowever, that the Company may pay the purchase price Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.the

Appears in 1 contract

Samples: Restricted Stock Agreement (Ign Entertainment Inc)

Closing Procedure. The Company or its assigns shall effect the Repurchase Right (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any his Permitted Transferees) written notice within six (6) months after the Termination EventEvent or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and any his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or any his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a cashier's check for the purchase price of the Shares being purchased, PROVIDED, HOWEVER, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the CompanyRestricted Shares. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens lien or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Appears in 1 contract

Samples: Restricted Stock Agreement (Monarch Dental Corp)

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