Company Repurchase Option. (i) The Company shall have the right to repurchase any shares of the Company’s common stock (“Common Stock”) acquired by the Executive during the [one-year] period preceding the Determination Date pursuant to either (A) the exercise of any stock option granted by the Company to the Executive (whether granted on, before or after the date of this Agreement) or (B) the vesting or payment of any restricted stock, restricted stock unit or other equity-based award granted by the Company under any Incentive Compensation Agreement or Plan to the Executive whether granted on, before or after the date of this Agreement) (the “Repurchase Right”). The per-share price of any such repurchase of shares by the Company shall be equal to the lesser of (x) the Fair Market Value of the Common Stock at the time the Company gives notice of its intention to repurchase such shares, or (y) the per-share price paid by the Executive for such shares in connection with such exercise or vesting or payment event. For purposes of this Agreement, “Fair Market Value” shall be determined in accordance with the Company’s 2003 Performance Incentive Plan as in effect on the Effective Date. For purposes of clarity, the repurchase price for such shares shall be zero if the Executive did not pay any cash amount to acquire such shares.
(ii) The closing of any repurchase of shares following the Company’s exercise of its Repurchase Right shall be at a date specified by the Corporation in the Detrimental Activity Notice (as defined below), such date to be no later than 30 days after the date of the Detrimental Activity Notice. The purchase price (if any) shall be paid at the closing in the form of a check against surrender by the Executive of a stock certificate evidencing the repurchased shares with duly endorsed stock powers, free of adverse claims. No adjustments (other than as provided in the applicable stock incentive plan and/or award agreement) shall be made to the purchase price for fluctuations in the Fair Market Value of the shares after the date of the Detrimental Activity Notice. The Executive shall represent to the Company that the shares are not subject to any lien, encumbrance, pledge, or other interest of a third party. The Executive may not sell, encumber, pledge or otherwise transfer or alienate any of the shares after the date of the Detrimental Activity Notice. The Company shall have the right, to the maximum extent permitted by law, to offset against any payment otherwise due fro...
Company Repurchase Option. The Company (or its nominee) may elect to purchase all or any portion of the Vested Units and/or the Unvested Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Holder’s Class C Units within 90 days after the date of a Termination Event (the “Repurchase Period”). The Repurchase Notice will set forth the number of Vested Units and/or Unvested Units to be acquired from each holder of the Holder’s Class C Units, the aggregate consideration to be paid for such Vested Units and/or Unvested Units and the time and place for the closing of the transaction. At any time prior to the closing of such transaction, the Company may rescind the Repurchase Notice for any reason (including for no reason at all) without liability to the holders of the Holder’s Class C Units. If the Holder has transferred any of the Holder’s Class C Units to a permitted transferee in accordance with Section 5(d), then the Holder’s Class C Units to be repurchased by the Company will first be satisfied to the extent possible from the Holder’s Class C Units that are held by the Holder at the time of delivery of the Repurchase Notice. If the number of Vested Units and/or Unvested Units then held by the Holder is less than the total number of Vested Units and/or Unvested Units that the Company has elected to purchase, then the Company will purchase the remaining Holder’s Class C Units to be purchased from such permitted transferees of the Holder’s Class C Units under this Agreement, pro rata according to the number of (i) if Vested Units are to be repurchased, the Vested Units and (ii) if Unvested Units are to be repurchased, the Unvested Units, in either case, held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole unit).
Company Repurchase Option. 6.6.1 At any time, the Manager may, in its sole discretion, cause the Company to repurchase some or all of the Class B Membership Units, Class C Membership Units and/or Class C-1 Membership Units held by the Members (the “Repurchase Right”) at the Repurchase Price determined pursuant to Section 6.7.
6.6.2 In the event that the Manager determines to cause the Company to exercise its Repurchase Right, the Company shall, within fifteen (15) business days of such determination, send written notice (the “Repurchase Notice”) to the Members stating that the Company is exercising its Repurchase Right pursuant to Section 6.7.
6.6.3 The Repurchase Price shall be payable in four (4) equal, consecutive quarterly installments by the Company to the Members, with the first quarterly payment becoming due ninety (90) days following the date on which the Company sends the Repurchase Notice to the Members.
Company Repurchase Option. 6.6.1 At any time, the Manager may, in its sole discretion, cause the Company to repurchase some or all of the Class B Membership Units, Class C Membership Units and/or Class C-1 Membership Units held by the Members (the “Repurchase Right”) at the Repurchase Price determined pursuant to Section 6.7.
6.6.2 In the event that the Manager determines to cause the Company to exercise its Repurchase Right, the Company shall, within fifteen (15) business days of such determination, send written notice (the “Repurchase Notice”) to the Members stating that the Company is exercising its Repurchase Right pursuant to Section 6.7.
Company Repurchase Option. In connection with the Company’s sale of the CoSense PRC IP Assets (including without limitation the Future IP Assets) hereunder, OAHL has agreed to make certain quarterly investments in the Company pursuant to a Joint Venture Agreement dated on or about December 4, 2017 among OAHL, Soleno and the Company (the “Joint Venture Agreement”). Upon such time as OAHL delivers, or is deemed to deliver, an Investment Termination Notice (as defined in the Joint Venture Agreement), the Company shall have the right to repurchase the CoSense PRC IP Assets from OAHL at the Purchase Price (the “Company Repurchase Option”). The Company Repurchase Option shall become exercisable by the Company beginning on the date the Investment Termination Notice is delivered or deemed to be delivered (the “Company Repurchase Option Commencement Date”). The Company may exercise the Company Repurchase Option on or after the Company Repurchase Option Commencement Date by providing written notice of such exercise to OAHL in accordance with Section 5.7 (Notices). If the Company exercises the Company Repurchase Option on or following the Company Repurchase Option Commencement Date, then effective as of such date of such exercise OAHL hereby automatically assigns the CoSense PR
Company Repurchase Option. 6.6.1. At any time, the Manager may, in its sole discretion, cause the Company to repurchase all, but not less than all, of the Class C Membership Units held by the Members (the “Repurchase Right”) at the Repurchase Price determined pursuant to Section 6.7.
Company Repurchase Option. In the event (the “Early Departure Event”) that the employment relationship of a Founder (the “Early Departing Founder”) with the relevant Group Company is terminated before all the Founder Restricted Shares applicable to such Founder become vested in accordance with Section 1, the Company shall have an option (the “Company Repurchase Option”) to repurchase the corresponding Company Restricted Shares in respect of the Early Departing Founder that have not yet become vested in accordance with Section 1 at the time of the Early Departure Event (the “Company Repurchase Shares”) at a per share purchase price equal to its par value (the “Company Repurchase Price”). The Company may exercise the Company Repurchase Option in respect of an Early Departure Event within sixty (60) days after the occurrence of an Early Departure Event by delivering a written notice to the Founder Holdco. Within fifteen (15) days from the Founder Holdco’s receipt of such written notice from the Company, the Founder Holdco shall sell the Company Repurchase Shares to the Company at the Company Repurchase Price.
Company Repurchase Option. 17 2.7 PROMPT PAYMENT OF TAXES, ETC..................................19 2.8 MAINTENANCE OF PROPERTIES AND LEASES..........................19 2.9 INSURANCE.....................................................19 2.10 KEY PERSON LIFE INSURANCE.....................................20 2.11
Company Repurchase Option. Following the termination of Executive’s employment hereunder, if Executive determines to sell all or any portion of the Option Shares that he has purchased (other than Option Shares included in a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”)), Executive shall first offer to sell such Option Shares to the Company by providing written notice to the Company setting forth the number of Option Shares to be sold. If the Company elects to purchase all or part of such Option Shares so offered the purchase price per share therefor shall equal 90% of the average daily bid price per share of the Company’s Common Stock during the 7-trading day period following receipt by the Company of such notice. If the Company elects to purchase less than all of the Option Shares so offered, the purchase price per share shall be 100% of the average daily bid price per share of the Company’s Common Stock during the 7-trading day period following receipt by the Company of such notice. The Company shall notify Executive in writing of its decision whether to purchase any or all of the Option Shares so offered within three days of the end of such 7-trading day period. If the Company elects to purchase such Shares, the Company shall pay the full purchase price therefor within thirty (30) days of the Company’s election to so purchase. If the Company does not so elect or fails to notify Executive of its election within the time specified herein, Executive shall be permitted to sell such Option Shares in the open market in accordance with the applicable rules and regulations of the Securities and Exchange Commission.
Company Repurchase Option. At any time during the two (2) year period from the date of Conversion, the Company shall have the right to repurchase ten (10) of the twenty (20) Founders Shares received on Conversion of each Note on the following terms and conditions:
(a) The repurchase price shall be US $500,000.
(b) The repurchase price shall be paid US $100,000 within ten (10) days of the Company’s election to repurchase with the remaining $400,000 being paid $100,000 per year on the same day for each of the succeeding four (4) years.
