Company Purchase Option. (a) The Company shall have the unconditional right and option to purchase any or all of the Vesting Common Shares that have not vested at a purchase price of $170 per share (the "Option Price") upon a Termination of Employment on the terms and conditions hereinafter provided.
(b) In addition to the rights set forth in Section 3(a), prior to an initial public offering of Common Stock, the Company shall have the unconditional right and option to purchase any and or all of the Vesting Common Shares that have vested pursuant to this Agreement at a per share purchase price equal to the Fair Market Value thereof (the "Fair Market Value Price") upon a Termination of Employment on the terms and conditions hereinafter provided. The Company's right and option set forth in Sections 3(a) and 3(b) is referred to herein as the "Purchase Option." The Purchase Option, if exercised, must be exercised no later than 60 days after a Termination of Employment. The Purchase Option may be exercised in whole or in part. Any Common Stock which becomes subject to the Purchase Option as provided herein but with respect to which the Purchase Option is not exercised in accordance with the terms hereof shall become fully vested upon expiration of the period during which the Purchase Option with respect thereto is effective, and no such Common Stock shall at any time thereafter be subject to the Purchase Option.
(c) The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed to Purchaser as provided in Section 16(c) of this Agreement and to the Escrow Agent (as defined in Section 5 hereof) as provided in the Joint Escrow Instructions (as defined in Section 5 hereof) and shall be effective immediately upon such delivery or mailing. Amounts due to Purchaser from the Company as a result of exercise of the Purchase Option shall be payable in cash (except as otherwies provided in the Note)promptly after exercise of the Purchase Option or, in the case of ETA Stock and/or "Catch Up Vesting", as soon as reasonably practical after determination of whether or not any applicable Performance Criteria were met.
(d) As used herein, "Fair Market Value" shall mean the fair market value of a share of Common Stock, representing the price a willing buyer would pay and at which at willing seller would sell, neither under any compulsion or duress. Initially, the parties shall attempt to agree on Fair Market Value for a period of thirty (30) days. If t...
Company Purchase Option. In compliance with Section 6.4.4, a designee of the Company shall have the option to purchase all or a portion of the Unvested Shares (the “DDR Shares”) owned by each Employee (each a “DDR Selling Shareholder”) (a) on or after February 21, 2015 or (b) earlier, on the date the DDR Selling Shareholder’s employment is terminated for any reason other than death or Disability. The Company may exercise its option with respect to the DDR Shares by written notice given to the DDR Selling Shareholder or to his Personal Representative. The Company’s designee will pay the purchase price set forth in Section 8.2 to the DDR Selling Shareholder or to his Personal Representative upon the payment terms set forth in Section 8.3.
Company Purchase Option. Notwithstanding the terms of this Agreement, if at any time a Holder requests any Registrable Securities be included in a registration statement pursuant to this Agreement and at such time securities of the same class or series as the Registrable Securities are traded on a national securities exchange or trading system or any other recognized quotation system which regularly provides quotes on such securities (a “Trading Forum”), the Company shall have the right and option, in its sole discretion, to, in lieu of including such Registrable Securities in such Registration Statement, purchase all or any portion of such Registrable Securities requested to be included in such Registration Statement at the closing or last sales price of such security reported by such Trading Forum on the date of Holder’s request for inclusion of such Registrable Securities in such Registration Statement is received by the Company, or, if there is no such reported quote for such date on any Trading Forum, the last reported closing or sales price, as applicable, of such security by a Trading Forum.
Company Purchase Option. If the relevant Member fails to purchase the CP Interest as provided in Section 3.7(a), the Company may require, by giving an irrevocable written notice to the CP Spouse within forty (40) days of the Community Property Event that such CP Spouse sell all or any portion of the CP Interest to the Company for the CP Purchase Price. The written notice shall state that the Company is exercising its option to purchase the CP Interest and set forth the date of such notice. Any CP Interest not acquired pursuant to this Section 3.7 shall remain subject to all of the provisions of this Agreement.
Company Purchase Option. If the Holder fails to meet its obligations under Section 2(f) above (for any reason, including the limitations under Section 2(e), the Company has the option to purchase this Warrant from the Holder by paying to the Holder an amount in cash equal to the Purchase Option Black Scholes Value (as defined herein) of the remaining unexercised portion of this Warrant. “Purchase Option Black Scholes Value” means the value of the unexercised portion of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day the Company issues its Mandatory Exercise Notice (the “Applicable Date”) and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg L.P. as of the Applicable Date, (C) the underlying price per share used in such calculation shall be the average of the closing prices during the 20 Day Consecutive Period and (D) a remaining option time equal to the remaining underexercised period of this Warrant.
Company Purchase Option. A. The Company shall have the right and option to purchase all of the Shares from Grantee for one cent ($.01) per share (the “Option Price”), if Grantee ceases to be employed by the Company for any reason (the “Purchase Option”), except as expressly provided in Subsection B of this Section 3. The Purchase Option of the Company will expire on , 20___ if Grantee has been continuously employed from the date of this Agreement through , 20_.
B. In the event Grantee ceases to be an employee of the Company at any time subsequent to , 20___ by reason of [his/her] death or Disability (defined as termination of employment while receiving benefits under a long-term disability income plan provided by a government or sponsored by the Company or one of its Subsidiaries), the Purchase Option shall thereupon terminate in respect of that number of the Shares which is equal to the product of (i) , multiplied by (ii) a fraction the numerator of which is the number of full calendar months elapsed during the period beginning on , 20___ and ending on the date of the death or Disability of Grantee, and the denominator of which is [36], and the Purchase Option shall be exercised with respect to the remaining Shares.
C. Notwithstanding anything herein to the contrary, in the event that a Severance (as defined at Section 13 of the Plan) shall occur at any time after , 20___, the Purchase Option of the Company shall automatically terminate in respect of all of the Shares on the date on which such Severance occurs.
D. The Company may exercise the Purchase Option by delivering or mailing to Grantee, or to [his/her] estate, at [his/her] address written notice of exercise within 60 days after the termination of Grantee’s employment with the Company, which notice shall specify the number of Shares to be purchased. The Company shall thereafter tender to Grantee or [his/her] estate the option price in respect of that number of Shares being purchased within 90 days after Grantee’s termination of employment with the Company. If and to the extent the Purchase Option is not exercised within the aforesaid 60-day period, or the purchase is not completed within the aforesaid 90-day period, as the case may be, the Purchase Option of the Company shall automatically expire.
E. After the time when any of the Shares are required to be transferred to the Company pursuant to Section 3 of this Agreement, the Company shall not pay any dividend to Grantee on account of those Shares, or permit Grantee to ex...
Company Purchase Option. Notwithstanding the terms of this Agreement, if at any time that any Holder requests any Registrable Securities to be included in a registration statement pursuant to this Agreement (pursuant to a Demand Registration or a Piggy-back Registration) securities of the same class or series as the Registrable Securities are traded on a national securities exchange or authorized to be quoted on the NASDAQ or any other recognized quotation system which regularly provides quotes on such securities (a "Trading Forum"), the Company shall have the right and option, in its sole discretion, to, in lieu of including such Registrable Securities in such registration statement, purchase all or any portion of such Registrable Securities requested to be included in such registration statement at the closing or last sales price of such security reported by such Trading Forum on the date the Demand Notice or written notice requesting the inclusion of such Registrable Securities in such registration statement is received by the Company or, if there is no such reported quote for such date by any Trading Forum, the last reported closing or sales price, as applicable, of such security by a Trading Forum.
Company Purchase Option. If any Class A Member does not raise an aggregate of $2,500,000 or more by December 31, 2020 through equity financings, the Company shall have the right to purchase all or a portion of such Class A Member’s Class A Units, at a purchase price of $0.30 per Class A Unit.
Company Purchase Option. (a) the Company will have the option (the "Company Purchase Option"), which will be exercisable by a notice given to Sema not earlier than the date provided in Paragraph 2 on which the Option expires (whether or not the Option has been exercised before that date) and not later than the ninetieth day after that Option expiration date, to purchase all (but not less than all) the Option Shares which Sema purchased through exercise of the Option for the sum per Option Share such that Sema's Total Profit if the Company Purchase Option were exercised with regard to all the Option Shares would be the Maximum Profit.
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