Company Option to Purchase. (a) Subject to Section 5.4, if there are any Remaining Shares at the end of the Investor ROFR Period or Undersubscription Period, as applicable, the Company shall have the right of first refusal (the “Company ROFR”) exercisable for a period of 15 business days from the expiration of the later of the Investor ROFR Period or Undersubscription Period (the “Company ROFR Period”) to purchase all or part of the Remaining Shares for the consideration per share and on the terms and conditions specified in the Founder Notice. Any Remaining Shares with regard to which the Company has not exercised its right of first refusal shall be referred to as the “Final Remaining Shares.” The Company ROFR shall be exercised by delivery by the Company of written notice to the Selling Founder and the Secretary of the Company.
(b) The closing of the purchase of the Offered Shares pursuant to this Section 5 shall take place at the offices of the Company on the ROFR Purchase Date. At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the Company in at a time and place specified by the Company by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank.
(c) In the event that the Company fails to exercise the Company ROFR during the Company ROFR Period, the Company shall be deemed to have rejected its right to exercise the Company ROFR.
(d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of consideration other than cash, the consideration required to be paid by the Company and/or the New Investors exercising their rights of first refusal and options under Sections 5.4 and 5.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Founder and the Company and/or the New Investors, as applicable, acquiring such Offered Shares.
Company Option to Purchase. In the event that for any reason -------------------------- whatsoever (a) Singh's employment with the Company is terminated, with or without cause, by the Company or by Singh, or Singh otherwise is no longer employed by the Company, or (b) Singh becomes and remains "Disabled" (as defined in Section 9.4 below) for a consecutive period of sixty (60) days or for nonconsecutive periods aggregating one hundred and twenty (120) days ("Disability Period"), and Singh's employment with the Company is terminated by the Company pursuant to Section 7.4 of the Singh Employment Agreement, or (c) Singh's employment with the Company is terminated because of the death of Singh, then the Company shall have the first option to purchase all or any portion of Singh's Shares ("Article 9 Shares") from Singh or Singh's estate, executor, administrator or guardian, as applicable ("Article 9
Company Option to Purchase. For 20 days following delivery of the Disposition Notice to the Company, the Company shall have the option to purchase the Offered Shares. The purchase price and terms on which Company may purchase the Offered Shares shall be the price and financial terms stated in the Disposition Notice. If the Company exercises the option within the 20-day period, as to all or part of the Offered Shares, the secretary of the Company shall give notice of that fact to the Offering Shareholder. Notwithstanding the foregoing, the ability of the Company to purchase Shares pursuant to this Agreement shall be subject to the restrictions governing the rights of a Company to purchase its own stock as contained in the Delaware General Corporation Law, and any restrictions under an agreement with the Company’s lenders, to which the Company is now or hereafter may become subject.
Company Option to Purchase. (a) Subject to Section 6(a) of this Article V, the Company shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. The Company must exercise such option, no later than thirty (30) days after such Notice is deemed under Section 6 of Article VII to have been delivered to it, by written notice to the Selling Founder.
(b) In the event the Company does not exercise its option within such 30-day period with respect to all of the Offered Shares, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to the Institutional Investors (the "Investor Notice"). The Investor Notice shall specify the number of Offered Shares not purchased by the Company (the "Remaining Shares").
(c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company five (5) days after the expiration of such 30-day period.
(d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Institutional Investors exercising their options under Section 4 and 5 of this Article V may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Founder and the Company and/or the Institutional Investors acquiring such Offered Shares.
(e) Notwithstanding anything to the contrary herein, neither the Company nor the Institutional Investors shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Institutional Investors exercise their respective option to purchase all of the Offered Shares.
Company Option to Purchase. Within sixty (60) days of the Corporation’s receipt of the Shareholder’s Notice, the Corporation (or the Corporation’s designee) may exercise an option to purchase all or any portion of the Shares proposed to be transferred for the sales price thereof as set forth in the notice, and upon the other terms hereinafter provided.
Company Option to Purchase. If (a) a petition in bankruptcy is -------------------------- filed by or against any Shareholder, or (b) any Shareholder elects to dissolve, or (c) control, directly or indirectly, either through stock ownership, by contract or otherwise, of any Shareholder is acquired by a Company Competitor or a KFI Competitor, or (d) five percent (5%) or more of the voting power of a Shareholder is acquired, directly or indirectly, by a Company Competitor or a KFI Competitor (such Shareholder being referred to herein as the "Article 8 Shareholder"), then the Company shall have the first option to purchase all or any portion of the Article 8 Shareholder's Shares ("Article 8 Shares") from the Article 8 Shareholder or other person who would otherwise acquire such Shares (referred to herein as the "Article 8 Shareholder's Successor"). Such option shall be exercisable by the Company during the thirty (30) day period following the date on which the applicable event referred to in subparagraphs (a) through (d) above occurs and must be exercised, if at all, by giving written notice of exercise to such Article 8 Shareholder or such Article 8 Shareholder's Successor prior to the expiration of said thirty (30) day period. If the Company duly exercises such option, then the Article 8 Shareholder or the Article 8 Shareholder's Successor shall be required to sell such Article 8 Shares to the Company for the purchase price specified in Article 10 and such purchase price shall be paid in the manner provided for in Article 11 hereof.
Company Option to Purchase. For a period of fifteen (15) business days after receipt of the Offering Notice and the certificate referred to in Section 10(b) above, (the "Company Option Period"), the Company, Pobeda Partners, Ltd. or Affiliates thereof, shall have the option to give notice of its election to purchase all of the Offered Shares; provided, however, that the Company, Pobeda Partners, Ltd. or Affiliates thereof, may elect to purchase less than all of the Offered Shares if the Participant consents to the purchase of less than all of its Offered Shares. The option granted to the Company, Pobeda Partners, Ltd., or Affiliates thereof, to purchase the Offered Shares hereunder shall be exercisable by delivering written notice to such effect, prior to the expiration of the Company Option Period, to the Participant. The purchase of Offered Shares hereunder by the Company, Pobeda Partners, Ltd. or Affiliates thereof, shall be on terms no less favorable in the aggregate than the terms contained in the Offering Notice on which the Prospective Purchaser has agreed to purchase the Offered Shares. The failure of the Company, Pobeda Partners, Ltd. or Affiliates thereof, to exercise its option to purchase all or a portion of the Offered Shares under this Section 10(c) within the Company Option Period shall be deemed to be a waiver of its right to purchase the Offered Shares.
Company Option to Purchase. The Company shall have the exclusive right and option at any time for a period of ninety (90) days after it receives notice of the Repurchase Event (which shall be delivered by the Affected Stockholder as soon as practicable following the Repurchase Event) (the “Company Option Period”) to purchase any or all of the Affected Shares at the price and other terms and conditions set forth in this Agreement. The Company may exercise its right to purchase only by giving written notice thereof to the Affected Stockholder, with a copy to the other Stockholders, during the Company Option Period.
Company Option to Purchase. For a period of ten (10) Business Days after receipt of the Transfer Notice and the certificate referred to in Section 4.1(b), the Company shall have the option to purchase all or any portion of the Transferred Company Securities on the terms contained in the Transfer Notice; provided, that the Company shall not have the right to purchase less than all of the Transferred Company Securities unless (i) the Investor Stockholders elect to purchase all of the remaining Transferred Company Securities pursuant to Section 4.1(d) or (ii) the Transferor Stockholder consents to the purchase of less than all of the Transferred Company Securities. The Company’s option to purchase the Transferred Company Securities hereunder shall be exercisable by delivering written notice to such effect, prior to the expiration of such ten (10) Business Day option period, to the Transferor Stockholder and each of the Investor Stockholders. The failure of the Company to exercise its option under this Section 4.1(c) within such ten (10) Business Day option period shall be deemed to be an election by the Company not to purchase the Transferred Company Securities.
Company Option to Purchase. Subject to Section 4.5, the Company shall have the first option to purchase the Offered Shares for the consideration per share and on the terms and conditions specified in the ROFR Notice (“Purchase Option”). The Company may assign the Purchase Option, in whole or in part, to Xxxxxxxxxx, provided that, in connection with any exercise of the Purchase Option following a partial assignment of the Purchase Option to Xxxxxxxxxx, the Company and Xxxxxxxxxx must agree to purchase all of the Offered Shares. To exercise the Purchase Option to purchase the Offered Shares, the Company and Xxxxxxxxxx, as the case may be, shall deliver written notice to the Selling Holder no later than 30 days after receiving the ROFR Notice. In the event the Company and Xxxxxxxxxx, as the case may be, exercise the Purchase Option to purchase the Offered Shares, the closing of such purchase shall take place at the offices of the Company not later than the date 20 days after the expiration of such 30-day period.
