Company Repurchase Rights. (a) Upon termination of Optionee’s employment for any reason prior to an IPO, the Company will have the right to purchase (the “Call Right”), subject to the provisions of Section 8(b) below, any Shares that Optionee received pursuant to the terms and conditions set forth in Article VI Call Rights of the Stockholders Agreement.
(b) Notwithstanding anything in the Stockholders Agreement or the Employment Agreement to the contrary, in the event that Optionee is required to repay unvested cash bonus amounts paid to Optionee by the Company, the Company shall have the right to reduce the purchase price payable to Optionee with respect to any Shares held by Optionee by the amount owed to the Company by Optionee with respect to such unvested cash bonus amounts.
(c) This Section 8 shall be deemed an amendment to the terms of the Stockholders Agreement to the extent necessary to effectuate the terms of this Section 8. By executing this Agreement, Optionee agrees to be bound by the terms of the Stockholders Agreement, as modified by this Agreement, and accepts the rights and obligations set forth therein.
Company Repurchase Rights. (a) The Company repurchase rights with respect to the Special Securities are as follows:
(i) Within 30 days after the General Repurchase Date, the Company shall repurchase from each Reselling Shareholder, and each Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock (or, in the case of the DLJ Entities, Warrants) equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage.
(ii) Notwithstanding anything in the Restricted Stock Purchase Agreements to the contrary, if an Individual Repurchase Date occurs prior to the General Repurchase Date, within 30 days after such Individual Repurchase Date, the Company shall repurchase from the applicable Reselling Shareholder, and such Reselling Shareholder shall be obligated to sell, at a repurchase price of $.01 per share, a number of shares of Class A Common Stock equal to the product of (A) the number of such Reselling Shareholder's Special Securities multiplied by (B) the Option Section Percentage.
(b) Promptly after an applicable Repurchase Date the Company will deliver written notice to a Reselling Shareholder. Such notice shall specify the applicable Repurchase Date and shall set forth the number of Shares to be repurchased from each Reselling Shareholder and the aggregate repurchase price thereof. Within five days after delivery of such notice, upon delivery to the Company of the Shares being repurchased, together with one or more related stock powers executed in blank by the Reselling Shareholders, the Company shall pay to each Reselling Shareholder, in immediately available funds, an amount equal to the aggregate repurchase price of the Shares being repurchased therefrom. Each Reselling Shareholder shall represent that he or it owns the Shares being repurchased free and clear of liens other than liens created by the Transaction Documents.
(c) Each of the Reselling Shareholders agrees and acknowledges that the Special Securities shall not be transferred (other than to the Company) until 30 days after the General Repurchase Date and until such time shall be voted in the same proportion as all other Shares are voted by the Shareholders at any meeting of the shareholders of the Company.
(d) Notwithstanding anything in this Section 4.05 to the contrary, in the event that the Option Section Percentage is zero or a negative number, the Company shall not repurch...
Company Repurchase Rights. In the event of termination of the Optionee's employment by the Company for any reason (including death, Disability, Normal Retirement and for Cause), the Company shall have the option to purchase all or any part of the Restricted Shares that were not vested prior to termination of the Optionee's employment (after taking into effect any accelerated vesting pursuant to Section 6(a), Section 6(b)(ii) and Section 6(b)(iii)) at a per share price equal to the purchase paid by the Optionee upon exercise of the Option (subject to equitable adjustment for any stock split, stock dividend or combination of the Restricted Shares).
Company Repurchase Rights. The rights of first refusal and co-sale provided under this Section 4 shall not apply to any sale or transfer of any Restricted Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship.
Company Repurchase Rights. The Company shall have the right to purchase some or all of the Holder’s Warrant Shares at the price and upon the terms set forth below if the VWAP of the Ordinary Shares exceeds 175% of the Exercise Price for sixty (60) consecutive days and the average daily trading volume of the Ordinary Shares during such period exceeds $100,000.00.
Company Repurchase Rights. The Company shall have the right to repurchase, upon an Employee’s termination of employment and for Fair Market Value, the Awards and any shares of Company Class A Stock acquired in settlement of the RSUs. The repurchase right will expire on the seven-month anniversary of the Employee’s termination of employment. The repurchase price must be paid in cash; provided, however, that in the event payment of all or any portion of the repurchase price would violate applicable law or any bona fide third party credit agreements, such portion of the repurchase price, plus market interest at the then prevailing prime rate, will be paid as soon as reasonably practicable following the date that no such prohibitions or restrictions apply, but in any event within two years. Notwithstanding the foregoing, the Company’s right to repurchase the RSUS and the Company Class A Stock acquired in settlement of the RSUs shall expire when Company Class A Stock becomes publicly traded. • “Fair Market Value” means the fair market value of the applicable security as of the Employee’s termination of employment, as determined by the Board in good faith and without applying any discounts for minority interest, illiquidity or other similar factors.
Company Repurchase Rights. The Company shall have the right to repurchase, upon an Employee’s termination of employment and for Fair Market Value, the Awards and any shares of Company Class A Stock acquired in settlement of the RSUs. The repurchase right will expire on the seven-month anniversary of the Employee’s termination of employment. The repurchase price must be paid in cash; provided, however, that in the event payment of all or any portion of the repurchase price would violate applicable law or any bona fide third party credit agreements, such portion of the repurchase price, plus market interest at the then prevailing prime rate, will be paid as soon as reasonably practicable following the date that no such prohibitions or restrictions apply, but in any event within two years. Notwithstanding the foregoing, the Company’s right to repurchase the RSUS and the Company Class A Stock acquired in settlement of the RSUs shall expire when Company Class A Stock becomes publicly traded.
Company Repurchase Rights. (a) The Company will have the right to purchase (the “Call Right”), subject to the provisions of Section 7(b) below, any Shares that the Executive received pursuant to the terms and conditions set forth in the Stockholders Agreement.
(b) Notwithstanding anything in the Stockholders Agreement or the Employment Agreement to the contrary, in the event that the Executive is required to repay unvested cash bonus amounts paid to the Executive by the Company, the Company shall have the right to reduce the purchase price payable to the Executive with respect to any Shares held by the Executive by the amount owed to the Company by the Executive with respect to such unvested cash bonus amounts.
(c) This Section 7 shall be deemed an amendment to the terms of the Stockholders Agreement to the extent necessary to effectuate the terms of this Section 7. By executing this Agreement, the Executive agrees to be bound by the terms of the Stockholders Agreement, as modified by this Agreement, and accepts the rights and obligations set forth therein.
Company Repurchase Rights. The Company shall have the option to purchase all or any part of the Restricted Shares that were not vested prior to termination of the Optionee's employment (including as a result of the Optionee's death or disability) at a per share price equal to the purchase paid by the Optionee upon exercise of the Option (subject to equitable adjustment for any stock split, stock dividend or combination of the Restricted Shares).
Company Repurchase Rights. The Company shall have the right in its sole discretion to repurchase shares of Common Stock acquired pursuant to the exercise of this Option, at the then Fair Market Value of such shares, at any time within one year after your termination of employment or other service for the Company. The repurchase shall be deemed to have occurred when the Company has mailed a check to you at your address on the books of the Company. The Company’s repurchase rights under this paragraph 13 shall terminate upon the Company becoming subject to the reporting requirements of the Exchange Act.
