Common use of Corporation's Repurchase Right Clause in Contracts

Corporation's Repurchase Right. Subject to the terms and conditions of this Section 5, the Corporation shall have the right (the "REPURCHASE RIGHT") (but not the obligation) to repurchase in one or more transactions in connection with the termination of the Purchaser's employment by or services to the Company, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser's Severance Date, become vested. To exercise the Repurchase Right, the Corporation must give written notice thereof to the Purchaser (the "REPURCHASE NOTICE"). The Repurchase Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation's intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Corporation pursuant to the exercise of the Repurchase Right, (c) be mailed or delivered to the Purchaser at the Purchaser's address reflected or last reflected on the Corporation's payroll records or delivered to the Purchaser in person, and (d) be so mailed or delivered no later than the ninetieth (90th) day following the Purchaser's Severance Date. If mailed, the Repurchase Notice shall be enclosed in a properly sealed envelope, addressed as aforesaid, and deposited (postage prepaid) in a post office or branch post office regularly maintained by the United States Government. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions. The price per Share to be paid by the Corporation upon settlement of the Corporation's Repurchase Right (the "REPURCHASE PRICE") shall equal the lesser of (a) the price paid by the Purchaser to exercise the stock option and acquire such Share, or (b) the Fair Market Value of a Share determined as of the date of the Call Notice. No interest shall be paid with respect to and no other adjustments (other than adjustments in accordance with Section 4.2.1 of the Plan to reflect stock splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by the Corporation, such date to be no later than 90 days after the Purchaser's Severance Date. The Repurchase Price shall be paid at the closing in the form of a check or by cancellation of money purchase indebtedness. Upon a repurchase of any Shares by the Corporation, such repurchased Shares shall be automatically transferred to the Corporation, without any further action by the Purchaser (or the Purchaser's Beneficiary or Personal Representative, as the case may be). The Corporation may exercise its powers under this Exercise Agreement (including, without limitation, its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser, or the Purchaser's Beneficiary or Personal Representative, as the case may be, shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such repurchased Shares to the Corporation. If the Purchaser (or any permitted transferee who is an employee of the Company) ceases to be an employee of the Company and holds Shares as to which the Corporation's Repurchase Right has been exercised, the Purchaser shall be entitled to the value of such Shares in accordance with the foregoing provisions of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Corporation or other rights as a shareholder with respect to the Shares subject to the repurchase. To the maximum extent permitted by law, the Purchaser's rights following the exercise of the Repurchase Right shall, with respect to the repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Corporation to receive payment of the amount specified above in this Section 5. The Repurchase Right is in addition to, and not in lieu of, any right that the Corporation may have under the Securityholders Agreement.

Corporation's Repurchase Right. Subject to If the terms employment or service of the Participant with the Corporation or an Affiliate terminates for any reason (whether by the Corporation or the Participant, and conditions of this Section 5whether voluntary or involuntary), the Corporation or its designee shall have the right (the "REPURCHASE RIGHT") (but not the obligation) to repurchase in one (the “Repurchase Right”) any or more transactions in connection with the termination of the Purchaser's employment by or services all Shares issued to the Company, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser's Severance Date, become vested. To exercise the Repurchase Right, the Corporation must give written notice thereof to the Purchaser (the "REPURCHASE NOTICE"). The Repurchase Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation's intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Corporation Participant pursuant to the exercise Option, subject to such terms and conditions (including but not limited to determination of the repurchase price (the “Repurchase Right, (cPrice”)) as may be mailed or delivered to stated in the Purchaser at the Purchaser's address reflected or last reflected on the Corporation's payroll records or delivered to the Purchaser in person, Plan and (d) be so mailed or delivered no later than the ninetieth (90th) day following the Purchaser's Severance Datethis Agreement. If mailedIn such event, the Repurchase Notice shall be enclosed in a properly sealed envelopePrice, addressed as aforesaidif any, and deposited (postage prepaid) in a post office or branch post office regularly maintained by the United States Government. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions. The price per Share to be paid by the Corporation upon settlement of the Corporation's Repurchase Right (the "REPURCHASE PRICE") or its designee shall equal the lesser of (a) the price paid by the Purchaser to exercise the stock option and acquire such Share, or (bi) the Fair Market Value (as defined in the Plan) per Share times the number of a Shares being repurchased, if the Participant’s termination is for any reason other than Cause; or (ii) the lesser of the Fair Market Value or the original purchase price paid for the Shares (that is, the Option Price, as defined in Section 2 herein) per Share times the number of Shares being repurchased, if the Participant’s termination is for Cause. The Fair Market Value shall be determined by the Administrator as of the date Participant’s Termination Date or as of the Call Notice. No interest shall be paid with respect to and no other adjustments (other than adjustments in accordance with Section 4.2.1 of the Plan to reflect stock splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by as soon as practicable preceding the Corporation, such date to be no later than 90 days after the Purchaser's Severance Participant’s Termination Date. The Repurchase Price Administrator’s determination of the Fair Market Value shall be paid at final and conclusive. The Administrator also has sole discretion to determine the closing basis of the Participant’s termination, including whether such termination was for Cause. The Corporation’s Repurchase Right described herein may, in the form Corporation’s discretion, be exercised by a designee or designees of a check or by cancellation the Corporation and, for the purposes of money purchase indebtedness. Upon a repurchase of any Shares by the CorporationSection 10(c), such repurchased Shares shall be automatically transferred references to the “Corporation, without any further action by ” shall (unless the Purchaser (context otherwise requires) include its designee or the Purchaser's Beneficiary or Personal Representative, as the case may be)designees. The Corporation may exercise its powers repurchase right under this Exercise Agreement Section 10(c) at any time during the 90-day period following a Participant’s Termination Date by delivering written notice to the Participant or other holder of such Shares. Such notice shall be accompanied by delivery of a certified or official bank check (includingor other consideration acceptable to the Corporation and the Participant or other holder) in the amount of the Repurchase Price for the Shares being repurchased; provided, without limitationhowever, that, the Administrator in its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser, or the Purchaser's Beneficiary or Personal Representative, as the case discretion may be, shall deliver any additional documents of transfer determine that the Corporation may request to confirm the transfer of such repurchased Shares to the Corporation. If the Purchaser (or any permitted transferee who is an employee of the Company) ceases to be an employee of the Company and holds Shares as to which the Corporation's Repurchase Right has been exercised, the Purchaser Price shall be entitled subject to the value any right of such Shares in accordance with the foregoing provisions offset of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Corporation or other rights as a shareholder with respect to the Shares subject to the repurchaseterms and conditions. To the maximum extent permitted by lawIn addition, the Purchaser's rights following the exercise Corporation may delay payment of the Repurchase Right shall, with respect Price for such period as may be necessary to avoid adverse accounting consequences for the repurchase Corporation. Upon delivery of such notice and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Corporation to receive payment of the amount specified above Repurchase Price, the Corporation shall become the legal and beneficial owner of the Shares being purchased and all rights and interests therein or relating thereto. Shares issued pursuant to the Option shall also be subject to any repurchase, transfer or other restrictions contained in this Section 5any shareholders agreement or similar agreement. The In the event that any Shares held by the Participant shall be transferred to another person or entity, the Corporation’s Repurchase Right is in addition to, shall extend and not in lieu of, any right that the Corporation may have under the Securityholders Agreementapply to all Shares held by such transferee or transferees.

Corporation's Repurchase Right. Subject to the terms and conditions of this Section 5, the Corporation shall have the right (the "REPURCHASE RIGHTRepurchase Right") (but not the obligation) to repurchase in one or more transactions in connection with the termination of the Purchaser's employment by or services to with the CompanyCorporation, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser's Severance Datedate of such termination of employment, become vested. To exercise the Repurchase Right, the Corporation must give written notice thereof to the Purchaser (the "REPURCHASE NOTICERepurchase Notice"). The Repurchase Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation's intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Corporation pursuant to the exercise of the Repurchase Right, (c) be mailed or delivered to the Purchaser at the Purchaser's address reflected or last reflected on the Corporation's payroll records or delivered to the Purchaser in person, and (d) be so mailed or delivered no later than the ninetieth (90th) day following the date that the Purchaser's Severance Dateemployment by the Corporation terminates. If mailed, the Repurchase Notice shall be enclosed in a properly sealed envelope, addressed as aforesaid, and deposited (postage prepaid) in a post office or branch post office regularly maintained by the United States Government. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions. The price per Share to be paid by the Corporation upon settlement of the Corporation's Repurchase Right (the "REPURCHASE PRICERepurchase Price") shall equal the lesser ------ of (a) the price paid by the Purchaser to exercise the stock option and acquire such Share, or (b) the Fair Market Value fair market value of a Share as reasonably determined by the Corporation's Board of Directors as of the date of the Call Repurchase Notice. No interest shall be paid with respect to and no other adjustments (other than adjustments in accordance with Section 4.2.1 of the Plan to reflect stock splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by the Corporation, such date to be no later than 90 days after the date that the Purchaser's Severance Dateemployment by the Corporation terminates. The Repurchase Price shall be paid at the closing in the form of a check or in the amount of the Repurchase Price, by cancellation of money purchase indebtednessindebtedness in like amount or by a combination of check and debt cancellation, as the Corporation may determine in its discretion. Upon a repurchase of any Shares by the Corporation, such repurchased Shares shall be automatically transferred to the Corporation, without any further action by the Purchaser (or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be). The Corporation may exercise its powers under this Exercise Agreement (including, without limitation, its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser, or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be, shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such repurchased Shares to the Corporation. If the Purchaser (or any permitted transferee who is an employee of the Company) ceases to be an employee of the Company and holds Shares as to which the Corporation's Repurchase Right has been exercised, the Purchaser shall be entitled to the value of such Shares in accordance with the foregoing provisions of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Corporation or other rights as a shareholder with respect to the Shares subject to the repurchase. To the maximum extent permitted by law, the Purchaser's rights following the exercise of the Repurchase Right shall, with respect to the repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Corporation to receive payment of the amount specified above in this Section 5. The Repurchase Right is in addition to, and not in lieu of, any right that the Corporation may have under the Securityholders AgreementOption Agreement or the Plan. Notwithstanding anything to the contrary, the Corporation may assign any or all of its rights under this Section 5 to one or more stockholders of the Corporation.

Corporation's Repurchase Right. Subject to the terms and conditions of this Section 5, the Corporation shall have the right (the "REPURCHASE RIGHTRepurchase Right") (but not the obligation) to repurchase in one or more transactions in connection with the termination of the Purchaser's employment by or services to with the CompanyCorporation, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser's Severance Datedate of such termination of employment, become vested. To exercise the Repurchase Right, the Corporation must give written notice thereof to the Purchaser (the "REPURCHASE NOTICERepurchase Notice"). The Repurchase Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation's intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Corporation pursuant to the exercise of the Repurchase Right, (c) be mailed or delivered to the Purchaser at the Purchaser's address reflected or last reflected on the Corporation's payroll records or delivered to the Purchaser in person, and (d) be so mailed or delivered no later than the ninetieth (90th90/th/) day following the date that the Purchaser's Severance Dateemployment by the Corporation terminates. If mailed, the Repurchase Notice shall be enclosed in a properly sealed envelope, addressed as aforesaid, and deposited (postage prepaid) in a post office or branch post office regularly maintained by the United States Government. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions. The price per Share to be paid by the Corporation upon settlement of the Corporation's Repurchase Right (the "REPURCHASE PRICERepurchase Price") shall equal the lesser of (a) the price paid by the Purchaser to exercise the stock option and ------ acquire such Share, or (b) the Fair Market Value fair market value of a Share as reasonably determined by the Corporation's Board of Directors as of the date of the Call Repurchase Notice. No interest shall be paid with respect to and no other adjustments (other than adjustments in accordance with Section 4.2.1 of the Plan to reflect stock splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by the Corporation, such date to be no later than 90 days after the date that the Purchaser's Severance Dateemployment by the Corporation terminates. The Repurchase Price shall be paid at the closing in the form of a check or in the amount of the Repurchase Price, by cancellation of money purchase indebtednessindebtedness in like amount or by a combination of check and debt cancellation, as the Corporation may determine in its discretion. Upon a repurchase of any Shares by the Corporation, such repurchased Shares shall be automatically transferred to the Corporation, without any further action by the Purchaser (or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be). The Corporation may exercise its powers under this Exercise Agreement (including, without limitation, its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser, or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be, shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such repurchased Shares to the Corporation. If the Purchaser (or any permitted transferee who is an employee of the Company) ceases to be an employee of the Company and holds Shares as to which the Corporation's Repurchase Right has been exercised, the Purchaser shall be entitled to the value of such Shares in accordance with the foregoing provisions of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Corporation or other rights as a shareholder with respect to the Shares subject to the repurchase. To the maximum extent permitted by law, the Purchaser's rights following the exercise of the Repurchase Right shall, with respect to the repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Corporation to receive payment of the amount specified above in this Section 5. The Repurchase Right is in addition to, and not in lieu of, any right that the Corporation may have under the Securityholders AgreementOption Agreement or the Plan. Notwithstanding anything to the contrary, the Corporation may assign any or all of its rights under this Section 5 to one or more stockholders of the Corporation.

Corporation's Repurchase Right. Subject to the terms and conditions of this Section 5, the Corporation shall have the right (the "REPURCHASE RIGHTRepurchase Right") (but not the obligation) to repurchase in one or more transactions in connection with the termination of the Purchaser's employment by or services to with the CompanyCorporation, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser's Severance Datedate of such termination of employment, become vested. To exercise the Repurchase Right, the Corporation must give written notice thereof to the Purchaser (the "REPURCHASE NOTICERepurchase Notice"). The Repurchase Notice is irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of the Corporation, (b) set forth the Corporation's intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Corporation pursuant to the exercise of the Repurchase Right, (c) be mailed or delivered to the Purchaser at the Purchaser's address reflected or last reflected on the Corporation's payroll records or delivered to the Purchaser in person, and (d) be so mailed or delivered no later than the ninetieth (90th90/th/) day following the date that the Purchaser's Severance Dateemployment by the Corporation terminates. If mailed, the Repurchase Notice shall be enclosed in a properly sealed envelope, addressed as aforesaid, and deposited (postage prepaid) in a post office or branch post office regularly maintained by the United States Government. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions. The price per Share to be paid by the Corporation upon settlement of the Corporation's Repurchase Right (the "REPURCHASE PRICERepurchase Price") shall equal the lesser of (a) the price paid by the Purchaser to exercise the stock option and acquire such Share, or (b) the Fair Market Value fair market value of a Share as reasonably determined by the Corporation's Board of Directors as of the date of the Call Repurchase Notice. No interest shall be paid with respect to and no other adjustments (other than adjustments in accordance with Section 4.2.1 of the Plan to reflect stock splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by the Corporation, such date to be no later than 90 days after the date that the Purchaser's Severance Dateemployment by the Corporation terminates. The Repurchase Price shall be paid at the closing in the form of a check or in the amount of the Repurchase Price, by cancellation of money purchase indebtednessindebtedness in like amount or by a combination of check and debt cancellation, as the Corporation may determine in its discretion. Upon a repurchase of any Shares by the Corporation, such repurchased Shares shall be automatically transferred to the Corporation, without any further action by the Purchaser (or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be). The Corporation may exercise its powers under this Exercise Agreement (including, without limitation, its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser, or the Purchaser's Beneficiary beneficiary or Personal Representativepersonal representative, as the case may be, shall deliver any additional documents of transfer that the Corporation may request to confirm the transfer of such repurchased Shares to the Corporation. If the Purchaser (or any permitted transferee who is an employee of the Company) ceases to be an employee of the Company and holds Shares as to which the Corporation's Repurchase Right has been exercised, the Purchaser shall be entitled to the value of such Shares in accordance with the foregoing provisions of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Corporation or other rights as a shareholder with respect to the Shares subject to the repurchase. To the maximum extent permitted by law, the Purchaser's rights following the exercise of the Repurchase Right shall, with respect to the repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Corporation to receive payment of the amount specified above in this Section 5. The Repurchase Right is in addition to, and not in lieu of, any right that the Corporation may have under the Securityholders AgreementOption Agreement or the Plan. Notwithstanding anything to the contrary, the Corporation may assign any or all of its rights under this Section 5 to one or more stockholders of the Corporation.