Company Repurchase Right. From and after a Repurchase Event with respect to any Management Stockholder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase right.
Company Repurchase Right. The Company’s Repurchase Right shall be exercisable at any time during the ninety (90) day period following the termination of your service as a Director (the “Share Repurchase Period”). Pursuant to the Repurchase Right, the Company has the right to repurchase all or any portion of the Shares that have not vested pursuant to the terms of the Vesting Schedule or as a result of your death, Disability or Retirement or the occurrence of a Corporate Transaction. The Repurchase Right shall be exercisable by written notice delivered to you prior to the expiration of the Share Repurchase Period. The notice shall indicate the number of Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not later than the last day of the Share Repurchase Period. On the date on which the repurchase is to be effected, the Company and/or its assigns shall pay to you in cash or cash equivalents an amount equal to the lesser of (a) the purchase price per Share and (b) the fair market value on the date of repurchase for the unvested Shares which are to be repurchased from the you. The Repurchase Right shall terminate with respect to any Shares for which it is not timely exercised. In the event of any stock split or stock dividend, any new, substituted or additional securities distributed with respect to the Shares shall be immediately subject to the Repurchase Right, but only to the extent the Shares are at the time covered by such right.
Company Repurchase Right. The Company (or a designee of the Company) shall have the right to repurchase shares of Common Stock and Preferred Stock held by any Management Holder upon the termination of employment of such Management Holder as set forth herein. In the case of (i) a termination of employment by any Management Holder without Good Reason during the period commencing on the date hereof and ending on the fifth anniversary of the date hereof or (ii) a termination of employment of any Management Holder by the Company for Cause at any time, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the lower of the Original Cost and the Fair Market Value. In the case of a termination of employment of a Management Holder other than as set forth on the preceding sentence, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the greater of the Original Cost and the Fair Market Value. Notwithstanding the foregoing, in the event a Realization Event or a dissolution, winding up or liquidation of the Company occurs within six (6) months of the termination of employment of any Management Holder without Cause or the resignation of any Management Holder for Good Reason, the Company will pay or cause to be paid to such Management Holder the excess, if any, of the net proceeds that would have been received by such Management Holder in such sale transaction if the Company did not repurchase such Management Holder's shares over the purchase price actually paid to such Management Holder by the Company pursuant to the exercise of the repurchase rights hereunder.
Company Repurchase Right. From and after a Repurchase Event with respect to any Management Holder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Company Common Stock held by such holder (including any Deemed Held Shares) in accordance with this Paragraph 5 for the Purchase Price. The Company or any of its subsidiaries may exercise its right to purchase such shares of Company Common Stock until the date that is the later of (i) six months after the Repurchase Event (but only three months after the Repurchase Event for an Executive Management Holder) and (ii) six months after the date all Options have been exercised by the applicable Management Holder or such Management Holder’s successors, assigns or representatives (but only three months after all Options have been exercised in the case of Options originally granted to an Executive Management Holder) (such date, the “Repurchase Date”). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares (which closing date shall not be later than the Repurchase Date unless so required by Paragraph 5(b)).
Company Repurchase Right. In the event of Executive’s death or his termination of employment for any reason other than Cause, the Company (or its designee) may, by written notice following such employment termination, elect to purchase all or any portion of any shares of common stock of Parent held by Executive (including any shares of the Parent’s common stock received upon a distribution from any deferred compensation plan, any Restricted Shares or any common stock issuable upon exercise of any options held by Executive) for Fair Market Value (as each such term is defined in the Management Investor Rights Agreement). The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares. The closing date of the sale purchase pursuant to this Section 4(d) shall take place on a date designated by the Company or its designee, as applicable, in accordance with the provisions of the Management Investor Rights Agreement.
Company Repurchase Right. If the Participant voluntarily or involuntarily terminates his or her Service for any reason other than Cause, the Company shall have the right to repurchase all or any portion of the Stock acquired by the Participant pursuant to this Agreement by offering to pay the Participant the Fair Market Value of such Stock, determined as of the Date of Termination. This repurchase right must be exercised by the Company, if at all, within one hundred eighty (180) days after the Participant’s Date of Termination. The Company shall pay cash in a lump sum for such shares of Stock and/or shall make payment by canceling an amount of indebtedness owed to it by the Participant. The Company may in its complete discretion assign its repurchase rights to any other person.
Company Repurchase Right. In the event that Employee is no longer employed by the Company or any of its Subsidiaries for any reason, the Vested Units (whether held by Employee or one or more transferees) will be subject to repurchase by the Company or, to the extent that the Company declines to exercise the Company Repurchase Option with respect to any Vested Units pursuant to Section 6(b), by Investor, in either case pursuant to the terms and conditions set forth in this Section 6. The repurchase by the Company or Investor pursuant to this Section 6 is referred to herein as the “Company Repurchase Option”.
Company Repurchase Right. If the Holder ceases to be an Employee for any reason before an initial public offering of the Shares, the Company may repurchase any Shares purchased upon exercise of this Option. The Company’s repurchase right shall have a term of one (1) year beginning on the date on which the Holder ceases to be an Employee. The repurchase price shall equal the Fair Market Value of the Shares as determined by the Committee as of any date within the 30-day period before the date of repurchase; provided that if the Holder is terminated by the Company because of the Holder’s commission of any of the acts described in Section 10(i) of the Plan, the repurchase price shall be the lower of the purchase price the Holder paid for the Shares or the Shares’ Fair Market Value. The Company shall pay the repurchase price to the Holder in a lump sum and in cash (or equivalent readily available funds).
Company Repurchase Right. Notwithstanding anything contained herein to the contrary, in the event (i) a Management Holder materially breaches the terms of this Agreement (including Section 7 hereof), any employment agreement or similar agreement between the Management Holder and the Company or any of its subsidiaries, any award agreement under the Company’s 2005 Stock Incentive Plan or other equity incentive award plan of the Company or any subscription agreement between the Management Holder and the Company or (ii) a Management Holder’s employment is terminated by the Company for Cause, then the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any shares of Common Stock received upon a distribution from any deferred compensation plan or any Common Stock issuable upon exercise of any Options held by such Management Holder) in accordance with this Section 5 for 85% of the Fair Market Value. The determination date for purposes of determining the Fair Market Value shall be the closing date of the purchase of the applicable shares.
Company Repurchase Right. Pursuant to Section 24(b) of the Plan, if your Continuous Service terminates for any reason before an initial public offering of the Shares, the Company may repurchase any Shares issued pursuant to this Award for their then Fair Market Value as determined by the Committee in good faith; provided that if your Continuous Service is terminated by the Company for Cause, the repurchase price shall be the lower of the purchase price the you paid for the Shares, if any, or the Shares’ Fair Market Value.
