Company’s Right to Repurchase Shares. (a) The Company shall have the right (the “Repurchase Right”) to repurchase all, but not less than all, of the Shares purchased by the Grantee pursuant to the Stock Option, upon written notice to the Grantee within ninety (90) days after the termination of the Grantee’s employment or service with the Company and its Subsidiaries, voluntarily or involuntarily, for any reason whatsoever other than by the Company for Cause, including as a result of death or Disability. The Repurchase Right shall be exercised by the Company by giving the holder of the Shares written notice of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the holder an amount equal to the Fair Market Value of the Shares. Upon timely exercise of the Repurchase Right in the manner provided in this Section 9(a), the holder of the Shares shall deliver to the Company any stock certificate or certificates representing the Shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If Shares are not repurchased under the Repurchase Right, the Grantee and his successor in interest, if any, will continue to hold the Shares subject to all of the provisions of this Agreement and the Plan.
(b) In the event that the Company or a Subsidiary terminates the Grantee’s employment or service for Cause, the Company’s rights with respect to any Shares purchased by the Grantee pursuant to the Stock Option shall be governed by Section 3(b) of this Agreement and Section 17 of the Plan.
Company’s Right to Repurchase Shares. Upon Termination of Employment, the Company shall have the option to repurchase all (but not less than all) of the shares of stock which have been purchased by the Employee pursuant to exercise of the Option and which the Employee then holds. The repurchase price payable by the Company if it exercises its repurchase option shall be the greater of the purchase price of the shares pursuant to Section 2.2 or the fair market value of the shares of stock on the date of repurchase, determined in accordance with Section 4.2 of the Plan, except that if at the date of such repurchase, the Company's common stock is not publicly traded, the fair market value of the shares of stock shall be determined for purposes of this Section 5.10 on the basis of the following formula: eight (8) times the Company's pre-tax earnings for the Company's most recently audited fiscal year divided by the number of outstanding shares of the Company's common stock (including shares issuable upon the conversion of outstanding shares of preferred stock) on the date of repurchase. The Company's repurchase option shall be exercisable by giving written notice to the Employee within thirty (30) calendar days after the Termination of Employment provided, however, that in the event that the Optionee exercises the -------- ------- Option after the Optionee's Termination of Employment but prior to the expiration of the Option pursuant to the provisions of Section 3.3, the Company's repurchase option shall be exercisable by giving written notice within thirty (30) calendar days after the exercise of the Option by the Optionee. In the event that the Company exercises its option to repurchase shares of stock from the Optionee pursuant to this Section 5.10, Optionee's shares of stock shall automatically be cancelled, and Optionee shall have no further right, claim or title to such shares, other than the right to receive the repurchase price provided for in this Section 5.10. Upon receipt of a general release and the stock certificates representing the shares, the Company shall forward payment for such shares.
Company’s Right to Repurchase Shares. Shares acquired through an Award shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Award Agreement and, unless otherwise provided in the Award Agreement, shall apply to any dividends paid with respect to such Shares. Such restrictions shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.
Company’s Right to Repurchase Shares. In the event that Executive’s employment is terminated, whether by the Company, for Cause, or by Executive’s voluntary departure, the Company shall have the right to repurchase all vested Common Stock owned by Executive at fair market value, as defined below. Notwithstanding the above, in the event that Executive is terminated without Cause, the Executive shall be entitled to retain his vested stock. The Company shall have the right to repurchase his unvested stock at fair market value, as defined below. Fair market value, for the purposes of this Section 6, shall be determined by a qualified business valuation or appraisal expert chosen jointly by the Executive and the Company’s Board of Directors.
Company’s Right to Repurchase Shares. (a) If an Optionee ceases to serve as an Employee for any reason, including death, Disability or Termination for Cause, and thereby terminates his Continuous Status As An Employee, the Company shall have the right to repurchase all of the Shares purchased by Optionee hereunder, at a price to be determined as set forth below. Such right on the part of the Company shall commence upon the last day of such Optionee's Continuous Status As An Employee (the "Termination Date") and shall expire on the 90th day after the Termination Date.
(b) The repurchase price shall be an amount equal to the higher of the exercise price of the Option or 100% of the Company's net book value per share times the number of shares to be repurchased. For purposes of the foregoing determination, the net book value shall mean the book value of the Company's assets net of all of the Company's liabilities as determined by the Company's accountants, in accordance with generally accepted accounting principles consistently applied, as of the last day of the last calendar quarter prior to the Termination Date. The repurchase price may be paid by the Company by check, evidence of cancellation of indebtedness of Optionee to Company, or some combination thereof, as the Company acting in its sole discretion determines.
Company’s Right to Repurchase Shares. The Company shall have the right to repurchase Shares that have been acquired through an award or sale of Shares or exercise of an Option upon termination of the Purchaser’s or Optionee’s Service if provided in the applicable Restricted Share Agreement or Stock Option Agreement. Subject to the following restrictions, the Board in its sole discretion shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and may, in its discretion, provide for accelerated vesting in the event of a Change in Control or other events; provided, however, that the right to repurchase shall lapse as to all of the Shares issued to an Outside Director for service as an Outside Director in the event of a Change in Control. The following restrictions shall apply in the case of a Purchaser or Optionee who is not a Consultant or an officer or director of the Company, a Parent or Subsidiary:
Company’s Right to Repurchase Shares. In the event that the proposed sale of shares of Common Stock held by the Departing Key Holder and the Departing Key Holder’s Transferees (in the aggregate) complies with any criteria adopted by the Board for pre-approved transactions, the Company shall have an option for a period of two (2) business days from the day after the Departing Key Holder leaves the Company’s employ or otherwise separates service from the Company to elect to purchase the shares of Common Stock held by the Departing Key Holder and the Departing Key Holder’s Transferees in whole or in part. In the event that the proposed sale of shares of Common Stock held by the Departing Key Holder and the Departing Key Holder’s Transferees does not comply with any such pre-approval criteria , then the Company shall have an option for a period of fifteen (15) days from the day after the Departing Key Holder leaves the Company’s employ or otherwise separates service from the Company to elect to purchase the shares of Common Stock held by the Departing Key Holder and the Departing Key Holder’s Transferees in whole or in part.
Company’s Right to Repurchase Shares. Purchased Pursuant to Options Granted Herein and Restrictions on Resale. Prior to an initial public offering of the Company's Common Stock: (a) the Company shall have a continuing right to repurchase at any time all or any portion of the shares of Common Stock purchased
Company’s Right to Repurchase Shares. Upon Termination of Employment [which results from any reason other than (a) a discharge by the Company not for good cause or (b) the Optionee's death or retirement], the Company shall have the option to repurchase all (but not less than all) of the shares of stock which have been purchased by the Optionee pursuant to exercise of the Option and which the Optionee then holds. The repurchase price payable by the Company if it exercises its repurchase option shall be $______ [or a formula price]. The Company's repurchase option shall be exercisable by giving written notice (accompanied by payment for the shares) to the Optionee within thirty (30) calendar days after the Termination of Employment [which gives rise to the Company's repurchase option]. [In the event that the book value of such shares as of the end of the immediately preceding fiscal year has not yet been certified by the Company's accountants at the time of said Termination of Employment, said thirty (30) calendar day period for the Company's exercise of its repurchase option shall commence upon said certification.]
Company’s Right to Repurchase Shares. (a) Upon the occurrence of a Termination of Employment prior to the third anniversary of this Agreement, the Company shall have the option to purchase all or any portion of the Shares owned by the Management Shareholder as to whom a Termination of Employment has occurred (such Management Shareholder is hereinafter the "Subject Shareholder") at any time within three (3) months after the Effective Date of Termination. The purchase price for the Shares owned by such Subject Shareholder shall be determined on the basis of whether the Termination of Employment of the Subject Shareholder was for Cause, and if the Termination of Employment was not for Cause, the amount of time which has elapsed between the date of this Agreement and the Effective Date of Termination.
(b) In the event the Termination of Employment of the Subject Shareholder is for Cause, the purchase price per Share shall be $.
(c) In the event the Termination of Employment of the Subject Shareholder is not for Cause, the aggregate purchase price for all Shares owned by the Subject Shareholder shall be equal to the sum of (x) the product of (i) the number of FMV Shares (as set forth on the table below) MULTIPLIED BY (ii) Fair Market Value PLUS (y) the product of (i) the number of Cost Shares MULTIPLIED BY (ii) $.01. The number of FMV Shares and the number of Cost Shares shall be determined by 9 multiplying the applicable percentage from the table set forth below by the number of Shares owned of record and beneficially (in the case of a Permitted Disposition described in Section 1.16(c) hereof) by the Subject Shareholder and rounding to the nearest whole Share. Percentage of Shares which are: FMV COST DATE OF TERMINATION SHARES SHARES Prior to the first anniversary hereof ................. 0% 100%
