Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(a) Repurchase Price, the Section 6(b) Repurchase Price and the Section 6(c) Repurchase Price are herein collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of (i) the Base Price (as defined below) and the unaudited financial statements of the Company as of the last day of the month preceding the later of (x) the month in which the event giving rise to the repurchase occurs and (y) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date") or (ii) the Market Price Per Share (as defined in Section 7(i)) as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date or (iii) the fair market value per share of Common Stock as determined by the Company's Board of Directors in good faith as of the later of (x) the effective date of the Redemption Notice or the Call Notice, as the case may be, or (y) the Repurchase Eligibility Date. For purposes of clause (i) of the immediately preceding sentence, the event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 5 or 6. With respect to any Option and any Stock acquired upon exercise of any Option, the "Base Price" shall be the exercise price set forth in the option agreement evidencing such Option.
(b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the greater of (x) the Base Price and (y) the Base Price plus the increase, if any, in Book Value Per Share (as defined in Section 7(g)) from the applicable Commencement Date through the Repurchase Calculation Date or (ii) after a Public Offering, the Market Price Per Share.
(c) The Section 6
(a) Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, (x) the Base Price less the decrease in Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has decreased, (y) the Base Price plus the product of (A) the Unrestricted Percentage (as defined below) and (B) the increase in the Book Value Per Share from the applicable Commencement Date through the Repurchase Calculation Date, if such Book Value Per Share has inc...
Determination of Repurchase Price. (a) The Section 7 Repurchase Price and the Section 8 Repurchase Price are hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated on the basis of the unaudited financial statements of the Company or the Market Price Per Share (as defined in Section 9(e)) as of the last day of the month preceding the month in which the event giving rise to the repurchase occurs (the "Repurchase Calculation Date"). The event giving rise to the repurchase shall be the transfer, death, Permanent Disability, Permitted Retirement or termination of employment, or other event, as the case may be, not the giving of any notice required pursuant to Section 7 or 8.
(b) The Section 7 Repurchase Price per Option Share shall be equal to the greater of the Market Price Per Share and the
Determination of Repurchase Price. (a) The Section 5
(a) Repurchase Price shall be a per share repurchase price equal to the fair market value of the shares, as determined in good faith by the Board of Directors of the Company, on the basis of the value of the Company as a whole divided by the fully diluted equity of the Company (the "Fair Market Value Per Share"), or, after a Public Offering, the Market Price Per Share (as defined in Section 7(h) herein).
(b) The Section 6
(a) Repurchase Price shall be a per share repurchase price equal to the lesser of (i) the Purchase Price and (ii) the Book Value (or after a Public Offering, the Market Price Per Share).
(c) (i) with respect to Rollover Equity, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to the Fair Market Value Per Share (or after a Public Offering, the Market Price Per Share), (ii) with respect to Option Shares, the Section 6(c) Repurchase Price shall be a per share repurchase price equal to Book Value (or after a Public Offering, the Market Price Per Share).
(d) The Section 6(d) Repurchase Price shall be the lesser of (A) the Book Value (or after a Public Offering, the Market Price Per Share) or (B) the Purchase Price plus (i) the Applicable Percentage (as defined) multiplied by (ii) the excess, if any, of the Book Value (or after a Public Offering, the Market Price Per Share) over the Purchase Price. The Applicable Percentage equals 25% on and after the first anniversary of the Purchase Date, 50% on and after
Determination of Repurchase Price. (a) The Section 5(a) Repurchase Price, Section 5(b)
Determination of Repurchase Price. (a) The Section 5 Repurchase Price and the Section 6 Repurchase Price are hereinafter collectively referred to as the "Repurchase Price." The event giving rise to the repurchase shall be deemed to be the Transfer, death, permanent disability, Permitted Retirement or termination of employment, or other event, as the case may be (the "Repurchase Event"), not the giving of any notice required pursuant to Section 5 or Section 6.
Determination of Repurchase Price. The Repurchase Price shall be the fair market value of the Issued Shares, provided that if the Optionee’s Service Relationship is terminated for Cause, the Repurchase Right shall be the lesser of fair market value or the purchase price paid by Optionee for the shares being repurchased. For purposes of this Section 9, the fair market value of the Issued Shares shall be determined by the Board as of the date of the Termination Event or Bankruptcy.
Determination of Repurchase Price. (a) The Special Treatment ------------------------------------ Repurchase Price and the Ordinary Repurchase Price are hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated ---------------- on the basis of the unaudited financial statements of the Company or the Market Price Per Share (as defined below) as of the last day of the month preceding the later of (i) the month in which the event giving rise to the repurchase occurs and (ii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date"). The event giving rise to the ----------------------------- repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Purchaser, and not the giving of any notice required pursuant to Section 5 or 6.
(b) (i)Prior to a Public Offering (as defined below), the Special Treatment Repurchase Price shall be a per share Repurchase Price equal to $_____ (the "Original Per Share Price") plus the amount, if any, by which the ------------------------ ---- Modified Book Value Per Share (as defined in Section 7(d)) as of the Repurchase Calculation Date exceeds the Original Per Share Price, minus the aggregate ----- dollar amount of any common dividends paid from and after the Vesting Reference Date.
Determination of Repurchase Price. (a) If the Seller is terminated by the Group without Cause (other than a RIF Termination) or resigns for Good Reason, the Repurchase Price applicable to repurchases (each a "Repurchase") pursuant to either Section 2 or Section 3 shall be (i) if such termination or resignation occurs after the fifth anniversary of the Effective Time, the Fair Market Value as of the date of such termination or resignation or (ii) if such termination or resignation occurs on or before the fifth anniversary of the Effective Time, the higher of (x) the Investment Price plus, with respect to Rollover Shares only, the Per Share Interest Amount or (y) the price per share set forth in the table below under the heading "Alternate Price" for the periods indicated: Alternate Period Price -------------------------------- ----------------------------------- From the Effective Time through the first anniversary thereof [No alternative price] From the day after the first Investment Price plus 20% of anniversary of the Effective the excess, if any, of Fair Time through the second Market Value over Investment anniversary thereof Price From the day after the second Investment Price plus 40% of anniversary of the Effective the excess, if any, of Fair Time through the third anniversary Market Value over Investment thereof Price From the day after the third Investment Price plus 60% of anniversary of the Effective Time the excess, if any, of Fair through the fourth anniversary Market Value over Investment thereof Price From the day after the fourth Investment Price plus 80% of anniversary of the Effective Time the excess, if any, of Fair through the fifth anniversary thereof Market Value over Investment Price Notwithstanding the foregoing, if (i) the Seller is terminated by the Group without Cause (other than a RIF Termination) or resigns for Good Reason on or before the fifth anniversary of the Effective Time and (ii) as of the date of such termination or resignation the Seller has met in each year or portion thereof following the Effective Time the performance criteria relating hereto which are to be established by good faith agreement between the Board of Directors of the Surviving Corporation and the Seller taking into account the historical performance of the Company reasonably promptly following the Effective Time (and, if not so established, to be established by arbitration under the procedures set forth in the Employment Agreement), the Repurchase Price applicable to Repurchases pursuan...
Determination of Repurchase Price. (a) The Section 6(a) Repurchase Price, Section 7(a) Repurchase Price, Section 7(c) Repurchase Price and the Section 7(d) Repurchase Price are hereinafter collectively referred to as the "REPURCHASE PRICE". The Repurchase Price shall be calculated as of the last day of the month preceding the later of (i) the month in which the event giving rise to the repurchase occurs and (ii) the month in which the Repurchase Eligibility Date occurs (hereinafter called the "REPURCHASE CALCULATION DATE"). The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment or managerial or directorial activities, as the case may be, of the Purchaser, not the giving of any notice required pursuant to Section 6 or 7.
Determination of Repurchase Price. (a) The Repurchase Price shall be calculated on the basis of the unaudited financial statements of the Company as of the last day of the fiscal quarter preceding the later of (i) the fiscal quarter in which the event giving rise to the repurchase occurs and (ii) the fiscal quarter in which the Repurchase Eligibility Date occurs (hereinafter called the "Repurchase Calculation Date"). The event giving rise to the repurchase shall be the death or permanent disability of the Participant, not the giving of any notice required pursuant to Section 6 or 7.
