Corporation's Option. Within 30 days of receiving the TRANSFER NOTICE, the CORPORATION shall notify the HOLDER as to whether it will exercise its right to purchase the TRANSFER SHARES.
Corporation's Option. The Corporation shall have the option, but not the obligation, to purchase any or all of the Sale Shares on the same terms as specified in the TS Notice. Within fifteen (15) days after the receipt of the TS Notice, the Corporation shall give written notice to the Transferring Stockholder, the Founders and, in the case of a Principal Transferring Stockholder, to the Series D Investors (the “Corporation Notice”) stating whether or not it elects to exercise its option to purchase, the number of Sale Shares, if any, it elects to purchase, a date and time for consummation of the purchase not more than fifteen (15) days after the receipt of the Corporation Notice by the Transferring Stockholder, and any Board Price determined pursuant to Section 3(a). Failure by the Corporation to give such notice within such time period shall be deemed an election by it not to exercise its option. Within five (5) days following the receipt of the Corporation Notice, the Transferring Stockholder shall have the right to rescind the TS Notice and the proposed Transfer if the Board Price is deemed to be unacceptable, as determined in the sole discretion of the Transferring Stockholder. The Transferring Stockholder shall not be entitled to vote, either as a stockholder or a director (if applicable), in connection with the decision of the Corporation whether to exercise its option to purchase the Sale Shares, provided that, if his vote is required for valid corporate action, then he shall vote in accordance with the decision of the majority of the other directors or stockholders, as the case may be.
Corporation's Option. The Corporation shall have the option, but not the obligation, to purchase any or all of the Sale Shares on the same terms as specified in the TS Notice. Within thirty (30) days after the receipt of the TS Notice, the Corporation shall give written notice to the Transferring Stockholder and the Investor Stockholders (the "Corporation Notice") stating whether or not it elects to exercise its option to purchase, the number of Sales Shares, if any, it elects to purchase, and a date and time for consummation of the purchase not more than ninety (90) days after the receipt of the Corporation Notice by the Transferring Stockholder. The Transferring Stockholder shall not be entitled to vote, either as a stockholder or a director (if applicable), in connection with the decision of the Corporation whether to exercise its option to purchase the Sale Shares, provided, that, if his or its vote is required for valid corporate action, then he or it shall vote, insofar as legally permissible, in accordance with the decision of the majority of the other directors or stockholders, as the case may be. Failure by the Corporation to give such notice within such time period shall be deemed an election by it not to exercise its option.
Corporation's Option. The Corporation shall have an option for a period of twenty (20) days from receipt of the Transfer Notice (the “Corporation’s Notice Period”) to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Corporation may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Selling Shareholder in writing before expiration of the Corporation’s Notice Period as to the number of the Offered Shares it wishes to purchase.
Corporation's Option. If any Stockholder (the "Selling Stockholder") --------------------- shall for any reason whatsoever (except a transfer pursuant to Sections 1.2, 1.3 or 3.1 above) wish to sell or transfer any shares of Common Stock and shall have a bona fide purchaser or transferee for such Common Stock, he shall notify the Corporation of all terms and conditions of such proposed sale or transfer, including the identity of the bona fide buyer or transferee and a copy of the offer and the Corporation shall have an option for a period of thirty (30) days commencing on the date of its receipt of such notice to purchase all or any part of the shares of Common Stock which the Selling Stockholder proposes to sell or transfer on the same terms as are provided for in the notice. The Corporation shall send a written notice to the Selling Stockholder of its decision to exercise or not exercise the option, as the case may be, prior to the expiration of said thirty (30) day option period. If the sales price for such stock is other than cash or securities having a readily determinable value, then the Board of Directors of the Corporation shall determine the cash equivalent thereof.
Corporation's Option. If any Stockholder (the "Departing Stockholder") --------------------- shall cease to be employed by the Corporation or any of its subsidiaries on a full time basis for any reason, including without limitation death or Disability (as defined in Section 2.2 hereof), the Corporation shall have an option for a period of ninety (90) days commencing on the date of cessation of full time employment to purchase all of the shares of Common Stock then owned by the Departing Stockholder (the "Subject Shares"). Upon written demand by the Corporation to the Departing Stockholder or his Legal Representative (as defined in Section 3.1 hereof), he or his estate shall sell and the Corporation shall purchase all of the Subject Shares. In the event cessation of full time employment occurs at the request of the Corporation for Cause (as defined in Section 2.2 hereof), the purchase price of the Subject Shares shall be the greater of (a) the purchase price originally paid for the Subject Shares by the Departing Stockholder or (b) the Book Value thereof (as defined in Section 5.2 hereof). In the event cessation of full time employment occurs at the request of the Corporation without Cause, by voluntary act of, or by death or by reason of the Disability of the Departing Stockholder, the purchase price of the Subject Shares shall be the Fair Market Value thereof (as defined in Section 5.3 hereof).
Corporation's Option. Subject to any limitations imposed by law, the Corporation shall have the right for a period of sixty (60) days after the receipt of a death notice of any Shareholder to elect to purchase, at the Purchase Price, all, but not less than all, of the Shares owned by such Shareholder at the time of his death. The Corporation shall exercise its option to purchase by giving written notice of its election to the personal representative of the deceased Shareholder, and to the other Shareholders specifying the number of Shares it has elected to purchase. The “Purchase Price” shall be equal to the fair market value of the shares as agreed upon by the Corporation and the estate of the deceased Shareholder.
Corporation's Option. If (a) any of the Shares of a Shareholder (the “Obligor Shareholder”) shall be levied upon, sequestered, administered by a receiver or a trustee in bankruptcy, or sold or proposed to be sold in foreclosure or execution or under any power of sale contained in a note or loan agreement, or by operation of law, or (b) a Shareholder (or the beneficiary of any trust which is a Shareholder) becomes involved with his or her spouse in a transaction relating to the division or settlement of their property in a divorce or separate maintenance proceeding, and as a result of such transaction or proceeding, the Shares owned by such Shareholder are not entirely set over to such Shareholder by written agreement with such spouse, then the Shareholder to whom those Shares were issued shall give the Corporation prompt written notice of such occurrence.
Corporation's Option. The Corporation shall have an option for a period of ten (10) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Corporation may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Founder in writing before expiration of the such ten (10) day period as to the number of such shares which it wishes to purchase. If the Corporation gives the Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the Corporation's receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 3.4(e). If the Corporation fails to purchase all of the Offered Shares by exercising the option granted in this Section 3.4(b) within the period provided, the Offered Shares shall be subject to the options granted to the Stockholders pursuant to this Agreement.
Corporation's Option. Subject to applicable laws of the jurisdiction under which the Company is organized, the Company shall have the option, but not the obligation, to purchase the Sale Shares on the same terms as specified in the Notice. Within 20 days after the giving of the Notice (the Notice Date"), the Company shall give written notice to transferring Stockholder and the remaining Stockholders stating whether or not it elects to exercise its option, the number of Sale Shares, if any, it elects to purchase, and a date and time for consummation of the purchase not less than 60 or more than 90 days after the Notice Date. Failure by the Company to give such notice within such time period shall be deemed an election by it not to exercise its option. The Transferring Stockholder shall not be entitled to vote, either as a shareholder or director, in connection with the decision of the Company whether to exercise its option to purchase the Transferring Stockholder's Sale Shares, provided that if the Transferring Stockholder's vote is required for valid corporate action, the Transferring Stockholder shall vote in accordance with the decision of the majority of the other directors or shareholders.
