COMPANY'S REPURCHASE OPTION. (a) Upon the termination of the Shareholder’s employment or service with the Company for any reason, the Company shall have the right and option to purchase, and the Shareholder or the Shareholder’s personal representative, estate, heirs, legatees, or Permitted Transferees, as the case may be, shall have the obligation to sell, all of the Shareholder’s Shares, which option may be exercised by the Company within one hundred and eighty (180) days following the later of (i) such termination of employment or service, or (ii) the date the Shares are acquired, by giving written notice to the Shareholder or personal representative, estate, heirs, legatees, or Permitted Transferees, as the case may be. The purchase price for such Shares shall be determined pursuant to Section 4(b) of this Agreement. Settlement of the purchase shall be made at the principal office of the Company within 30 days after delivery of such written notice. In the discretion of the Board of Directors of the Company, payment of the purchase price will be made via cash, a promissory note, or a combination of the two. Any such promissory note shall provide for substantially equal installments, payable at least annually, over a period not to exceed five years and shall accrue interest at the applicable Federal mid-term rate in effect under Code section 1274(d) as of the settlement date, compounded annually. Notwithstanding the foregoing, the repurchase option of the Company described in this Section 4: (i) shall not be exercisable with respect to Offered Shares when the Company has a right to purchase such Offered Shares pursuant to Section 2(b) of this Agreement nor, if the Company does not elect to purchase all of the Offered Shares, during the period set forth in Section 2(d) of this Agreement in which the Offered Shares are transferable pursuant to the terms of the Transfer Notice; and (ii) shall terminate upon the closing of the first public offering of securities of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933.
(b) The purchase price for any Shares sold and purchased pursuant to this Section 4 shall be equal to their Fair Market Value (determined as set forth below); provided, however, that if the Shareholder’s employment or service with the Company is terminated for “Cause” (as defined in the Plan), then the purchase price for any Shares sold and purchased p...
COMPANY'S REPURCHASE OPTION. (a) In the event that (i) Executive's employment is terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the IPO Date (a "Pre-IPO Termination") or (ii) Executive's employment is ------------------- terminated with Cause or Executive terminates his employment without Good Reason (as those terms are defined in Executive's Senior Management Agreement dated May 14, 1999) prior to the expiration of the Transfer restrictions on 100% of the Executive Stock pursuant to the lock-up provisions of Section 1.(a)(ii) and --------------------- (iii) (a "Post-IPO Termination"), then the Executive Stock will be subject to ----- -------------------- repurchase by the Company at $.01 per share (the "Repurchase Option") pursuant ----------------- to the terms and conditions set forth in this Section 2; provided, however, that --------- in the event that the IPO Date has not occurred on or before May 14, 2000, the Executive Stock shall not be subject to repurchase by the Company in the event of a termination of Executive's employment after such date, notwithstanding the provisions of this Section 2.(a). -------------
(b) In the event of a Pre-IPO Termination, then all of the Executive Stock shall be subject to the Repurchase Option (subject, however, to the operation of the final proviso of Section 2.(a)). In the event of a Post-IPO ------------- Termination, then only those shares of Executive Stock that remain non- Transferable pursuant to the lock-up provisions of Section 1.(a)(ii) and (iii) --------------------------- above will be subject to the Repurchase Option.
(c) The Board of Directors of the Company (the "Board") may elect to ----- purchase all or any portion of the Executive Stock subject to the Repurchase Option (the "Repurchase Shares") by delivering written notice (the "Repurchase ----------------- ---------- Notice") to the holder or holders of the Executive Stock within 30 days after ------
COMPANY'S REPURCHASE OPTION. The Company and/or its assignees shall have the option to repurchase all or a portion of the Unvested Shares (defined in Section 6.2 below) on the terms and conditions set forth in this Section (the “Repurchase Option”) if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser’s death, disability, voluntary resignation or termination by the Company with or without cause.
COMPANY'S REPURCHASE OPTION. The Company or its assignees shall have --------------------------- the option to repurchase all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause.
5.1 Definition of "Employed by the Company"; "Termination Date". For ---------------------------------------------------------- purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company or to any parent, subsidiary or affiliate of the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company shall have sole discretion to determine whether Purchaser has ceased to be employed by the Company or any parent, subsidiary or affiliate of the Company and the effective date on which Purchaser's employment terminated (the "Termination Date").
COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase --------------------------- all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "Repurchase Option") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause.
(A) DEFINITION OF "EMPLOYED BY THE COMPANY"; "TERMINATION DATE". For ---------------------------------------------------------- purposes of this Agreement, Purchaser will be considered to be "employed by the --------------- Company" if the Board of Directors of the Company determines that Purchaser is ------- rendering substantial services as an officer, director, employee, consultant or independent contractor to the Company or to any parent, subsidiary or affiliate of the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company or any parent, subsidiary or affiliate of the Company and the effective date on which Purchaser's employment terminated (the "Termination Date"). ----------------
(B) UNVESTED AND VESTED SHARES. Shares that are not Vested Shares (as -------------------------- defined in this Section) are "Unvested Shares". On the Effective Date 6.25% of --------------- the Shares will be Vested Shares, and 93.75% of the Shares will be Unvested Shares. If Purchaser has been continuously employed by the Company at all times from the Effective Date until the first full month has elapsed following the Effective Date (the "First Monthly Vesting Date"), then on the First Monthly -------------------------- Vesting Date 2.083% of the Shares will become Vested Shares; and thereafter, for so long (and only for so long) as Purchaser remains continuously employed by the Company at all times after the First Monthly Vesting Date, an additional 2.083% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Monthly Vesting Date.
COMPANY'S REPURCHASE OPTION. Notwithstanding the foregoing, any time after five (5) full years from the Effective Date, Company has the option of repurchasing the Development Area and all of your Regional Developer rights associated with this Agreement for any opened and unopened Franchises within your Development Area (“Repurchase Option”). Company must notify Regional Developer in writing of Company’s intent to exercise its Repurchase Option at least thirty (30) days prior to the date such option shall take effect (“Repurchase Notice”). The total number of Franchises for which Regional Developer has acquired the Development rights to open under this Agreement is set forth in Exhibit 1. The Repurchase Option includes the acquisition of the following Franchise types on the date of the Repurchase Notice:
(a) all Franchises open and operating in the Development Area (“Opened Franchises”)*
(b) all active licenses granted through executed and active franchise agreements, but the applicable clinics have not yet opened (“Unopened Franchises”) *Take note that on the date of the Repurchase Notice, any licenses or franchises agreements in the Development Area that have been terminated, or any clinics that have been opened and then closed, shall not be included in the calculation of the purchase price. Further, any Franchises that were opened in the Development Area prior to Regional Developer’s execution of this Agreement will be transferred to Company at no cost to Company if Company exercises its Repurchase Option. Following delivery of the Repurchase Notice to Regional Developer, the parties shall negotiate in good faith to determine a purchase price for the Development Area (and associated rights set forth in this Agreement). In the event the parties cannot determine a purchase price within thirty (30) days following delivery of the Repurchase Notice, the parties agree during the subsequent thirty (30) day period to mutually select and retain the services of a third party valuation expert to determine a purchase price. The parties agree to mutually select and retain the third party valuation expert, to each timely pay 50% of the costs, and to be bound by the established purchase price (or in the event a range of purchase prices is established, to take the average of the low and the high purchase prices). The parties agree that the closing on the Repurchase Option shall occur within (30) days of the determination of the purchase price. Failure by either party to actively and in good faith c...
COMPANY'S REPURCHASE OPTION. The Company has the option to repurchase all or a portion of the Unvested Shares (as defined below) on the terms and conditions set forth in this Section (the "REPURCHASE OPTION") if Purchaser ceases to be employed by the Company (as defined herein) for any reason, or no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause.
(a) DEFINITION OF "EMPLOYED BY THE COMPANY"; "TERMINATION DATE". For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, director, employee, consultant or independent contractor to the Company or to any parent, subsidiary or affiliate of the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company or any parent, subsidiary or affiliate of the Company and the effective date on which Purchaser's employment terminated (the "TERMINATION DATE").
COMPANY'S REPURCHASE OPTION. The Company shall have the right to repurchase (the "Repurchase Option"), at any time on or prior to the Applicable Date, all of the Units purchased by RHI and held at such time by RHI (but not less than all of such Units), at a price per Unit equal to (i) $3.15 if repurchased on or prior to January 31, 1997, (ii) $3.30 if repurchased after January 31, 1997 but on or prior to February 28, 1997 and (iii) $3.45 if repurchased after February 28, 1997 but on or prior to the Applicable Date; provided, however, that STFI shall, simultaneously with such repurchase by the Company, repurchase the Option (as defined in the Option Agreement) from RHI in accordance with the terms of the Option Agreement. The Repurchase Option may be exercised by notice to RHI specifying the proposed date of repurchase, which shall be a business day. Such notice shall be irrevocable and binding upon the Company.
COMPANY'S REPURCHASE OPTION. The provisions of this Article 5 shall be effective only after Optionee (or Optionee’s Representative) has exercised the Option in accordance with the provisions of this Agreement:
COMPANY'S REPURCHASE OPTION. In the event that a Triggering Event (as defined below) occurs, the Company will have an option (the “Repurchase Option”) for a period of 90 days from the date of such event, to repurchase any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto as of the date of such Triggering Event (the “Unvested Shares”) for no additional consideration. In the event that the Company elects to exercise the Repurchase Option, it will be exercised by the Company by written notice to Grantee, which notice will specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price, if any, in accordance with the terms herewith, the Company will become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. As used herein, the term “Triggering Event” means a termination of Grantee’s Continuous Service with the Company or a Related Entity for any reason.
