Company’s Repurchase Option Clause Samples
The Company's Repurchase Option clause grants the company the right to buy back shares or equity interests from an employee, founder, or other shareholder under specified conditions, such as upon termination of employment or failure to meet vesting requirements. Typically, the clause outlines the price, timing, and process for the repurchase, and may apply to unvested shares or all shares held by the individual. Its core practical function is to allow the company to maintain control over its ownership structure and prevent unwanted parties from holding equity, thereby protecting the company's interests and ensuring alignment among stakeholders.
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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. (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. 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, 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 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"). -----------------
(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 or employee 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. "Unvested Shares" are Shares --------------------------- --------------- which are subject to the Company's Repurchase Option. "Vested Shares" are Shares ------------- which are no longer subject to the Company's Repurchase Obligation. On the Effective Date, all of the Shares will be Unvested Shares. Shares will become Vested Shares as follows:
(i) If Purchaser has been continuously employed by the Company at all times from the Effective Date until July 29, 1997 (the "Standard Vesting ---------------- Date"), then on the Standard Vesting Date 55,000 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 Standard Vesting Date, an additional 4,583.33 of the Shares will become Vested Shares upon the 29th day of each succeeding month that elapses after the Standard Vesting Date until July 29, 2000.
(ii) If Purchaser has been continuously employed by the Company at all times from the Effective Date until January 29, 1997 (the "Special ------- Vesting Date"), then on the Special Vesting Date 13,750 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 Special Vesting Date, an additional 2,291.67 of the Shares will become Vested Shares upon the 29th day of each s...
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. (a) The Shares shall be subject to the Company’s Repurchase Option (as defined below) until both of the following conditions are met: (i) there is an increase in the market capitalization of the Company of at least $100,000,000 (measured from the Effective Date) at any time following the grant, and (ii) the Grantee is either in the service of the Company as an employee or as a member of the Company’s Board of Directors (or both) on the 10th anniversary of the Effective Date, or the Grantee has had had an involuntary “separation from service” (as defined in the LTIP) from the Company. In addition, the Company’s Repurchase Option on such Shares shall lapse upon the occurrence of a “corporate transaction” (as defined in the LTIP) if the Grantee is in the service of the Company as an employee or as a member of the Company’s Board of Directors (or both) on the date of the corporate transaction. Such Shares shall be owned by the Grantee without restriction when the Company’s Repurchase Option lapses.
(b) The voluntary separation from service by the Grantee before a corporate transaction, or the passage of 10 years from the Effective Date without either (i) the Grantee meeting the two conditions for lapse of the Company’s Repurchase Option, or (ii) the occurrence of a corporate transaction is each a “Triggering Event”. In the event of a Triggering Event, the Company shall have an option (the “Repurchase Option”) for a period of 90 days to repurchase any of the Shares at the price of $0.001 per share. The Repurchase Option shall be exercised by the Company by written notice to the Grantee, which notice shall 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 in accordance with the terms herewith, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the Shares being repurchased by the Company. Said purchase price shall be paid, at the Company’s option, (i) by delivery of a check in the amount of the purchase price, (ii) by cancellation of any amount of the Grantee’s indebtedness to the Company equal to the purchase price for the shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment an...
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. (a) The termination of the Grantee’s employment with the Company or a Related Entity (as defined below) for any reason will be a “Triggering Event.” The Grantee’s employment will be deemed to have terminated either upon an actual termination of employment or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Employment will not be considered interrupted in the case of any approved leave of absence or a transfer between the Company and any Related Entity. An approved leave of absence for this purpose will include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the Grantee will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six (6) months, unless the Grantee has a statutory or contractual right to re-employment following a longer leave. The term “Related Entity” means any “parent corporation” of the Company, and any “subsidiary corporation” of the Company, whether now or hereafter existing.