Common use of Exercise of Repurchase Option Clause in Contracts

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to Participant, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereof.

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by At any time during the Company by delivery to Participantperiod beginning upon November 16, within 2001 and ending on the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares date which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days is three years after the date such notice is delivered, on or before which Participant shall surrender Purchaser's Termination Date (if Participant has not already done sothe "First Repurchase Period") when the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option then current Fair Market Value (duly endorsed in blank for Transferas defined below) at the principal office of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of all then outstanding Unvested Shares and Vested Shares equals or exceeds the total amount of all principal and accrued interest then due under the Note (an "In-The-Money Period"), the Company, its successor in interest or the assignee of either, may elect (but shall not have the obligation) to repurchase all or any portion of the Purchaser's Unvested Shares and/or Vested Shares by giving Purchaser written notice of exercise of the Repurchase Option (each such notice, a "Repurchase Notice") and setting forth in each such Repurchase Notice the effective date of the relevant repurchase, which date must be within an In-The-Money Period. Notwithstanding the foregoing, however, the First Repurchase Period shall terminate upon the consummation of a merger, recapitalization, reorganization or similar corporate transaction in which the Shares outstanding immediately prior thereto are converted completely into cash. At any time during the period beginning on the termination of the First Repurchase Period and ending 90 days thereafter, the Company, its successor in interest or the assignee of either, may elect (but shall not have the obligation) to repurchase all or any portion of the Purchaser's Unvested Shares by giving Purchaser a Repurchase Notice and setting forth in each such Repurchase Notice the effective date of the relevant repurchase. The Repurchase Option may be purchasedexercised more than once during the periods provided above until all Unvested Shares and, as applicable, Vested Shares have been repurchased. If Participant fails to so surrender The effective date of each such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed conclusively determined to be no longer outstandingsuch date set forth by the Company, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only successor in interest or assignee in the right to receive payment of the relevant Repurchase PriceNotice. The "Fair Market Value", without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing as used in this Section 3(c)8.2, in shall mean: (i) if sales prices of securities of the event any principalsame class, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number series and issuer as those of the Shares to be repurchased hereunder shall be reduced are quoted on the Nasdaq National Market, then the sales price per share of such securities as quoted on the Nasdaq National Market or (to an amount not less than zeroii) in all other cases, as determined in good faith by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice Board of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number Directors of Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereofor its successor in interest.

Exercise of Repurchase Option. The Unless the Company notifies the Purchaser within forty-five (45) days from the Termination Date that it does not intend to exercise the Repurchase Option with respect to some or all of the Subject Shares, the Repurchase Option shall be ----------------------------- deemed automatically exercised by the Company by delivery with respect to Participant, within all of the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Subject Shares which shall have vested as of the forty-fifty (45th) day following the Termination Date; (ii) the number of Shares which , provided that the Company elects may notify the Purchaser that it is exercising the Repurchase Option as of a date prior to repurchase; such forty-fifty (45th) day. Unless the Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise the Repurchase Option as to some or all of the Subject Shares, execution of this Agreement by the Purchaser constitutes written notice to the Purchaser of the Company's intention to exercise the Repurchase Option with respect to all Subject Shares. The Company, at its choice, may satisfy its payment obligation to the Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to the Purchaser in the amount of the purchase price for the Subject Shares being repurchased, or (B) in the event the Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Subject Shares being repurchased, or (C) by a combination of (A) and (iiiB) a dayso that the combined payment and cancellation of indebtedness equals such purchase price, which provided that the Company shall not be more than 30 use good faith efforts to satisfy its payment obligation to the Purchaser within fifteen (15) days after the date such Company's notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to of exercise of the Repurchase Option (duly endorsed in blank for Transferor deemed exercise), and that if such check is not delivered or such cancellation is not effective within such fifteen (15) day period, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this Section 3(b). In the event the Purchaser is indebted to the Company at the principal office time of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(b), the amount of such indebtedness equal to the purchase price of the Subject Shares being repurchased shall be deemed automatically canceled as of the date of the Company's deemed exercise. As a result of any repurchase of Subject Shares pursuant to this Section 3(b), the Company shall become the legal and beneficial owner of the Subject Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Subject Shares being repurchased by the Company, without further action by the Purchaser. The Purchaser hereby authorizes and directs the secretary or transfer agent of the Company in exchange for a check, payable to Participant transfer the Shares as to which the Repurchase Option has been exercised (or such person as Participant shall request, in deemed to have been exercised) from the amount equal Purchaser to the Repurchase Price, calculated Company. Except as provided in this under Section 33 hereof, multiplied the Purchaser shall not transfer by the number sale, assignment, hypothecation, donation or otherwise any of the Subject Shares or any interest therein prior to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to release of such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise from the Repurchase Option. If The Purchaser further authorizes the Outstanding Amount exceeds the Repurchase Price for the number of Company to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be repurchased, Participant shall remain obligated and liable to the Company for the unpaid balance thereoftransferred in violation of this Agreement.

Exercise of Repurchase Option. The Company may exercise the Repurchase Option shall be ----------------------------- exercised by the Company by delivery written notice to ParticipantOptionee, and/or any Subject Transferee of Optionee, within the 60 day period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify days after (i) the number occurrence of Shares which shall have vested as of the Termination Date; an event referred to in Section 9(a)(i), (ii) the number of Shares which date the Company elects to repurchase; and receives written notice of death from Optionee’s executors or administrators, (iii) the date the Company receives actual notice of an event described in Section 9(a)(iii) or (iv) the date of death or the entry of final judgment referred to in Section 10. The Company shall designate in such notice a daydate, time and place for the closing of the repurchase (the “Closing”), which shall be not be more than 30 60 days after the date such notice is deliveredof the Company’s notice, on unless otherwise agreed by the parties. The Closing shall take place at the offices of the Company or before of its counsel, unless otherwise agreed by the parties. At the Closing, the Company or its assignee (the “Purchaser”) shall purchase, and the selling Optionee or Subject Transferee (the “Seller”) shall sell to the Purchaser, the Unvested Shares as to which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option has been exercised (duly endorsed in blank for Transferthe “Purchased Shares”) at the principal office price and on the terms set forth in paragraph (c) of the Company in exchange for a check, payable to Participant or such person as Participant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Participant, the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option9. If the Outstanding Amount exceeds Repurchase Option is not exercised, the Repurchase Price for the number of Unvested Shares to be repurchased, Participant subject thereto shall remain obligated subject to all provisions of this Agreement, and liable if the holder of such Unvested Shares is not already a party to this Agreement such holder shall become a party to this Agreement by executing a counterpart hereof, and shall be bound by the Company for the unpaid balance thereofprovisions of this Agreement whether or not such transferee does so.

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to ParticipantEmployee, within the 60 day six-month period specified in Section 3(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination DateCompany elects to repurchase; (ii) the number calculation of Shares which the Company elects to repurchaseRepurchase Price for such Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant Employee shall surrender (if Participant Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant Employee or such person as Participant Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c3(e), in the event any principal, interest, fees, expenses or other amounts due on or in connection with are owed to the Note Company by Employee (the "Outstanding Amount") are owed to the Company by Participant), the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of the Shares to be repurchased, Participant Employee shall remain obligated and liable to the Company for the unpaid balance thereof.

Exercise of Repurchase Option. The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to ParticipantEmployee, within the 60 day six-month period specified in Section 3(a2(a) hereof, of a written notice of its election to so exercise. Such notice shall therein specify (i) the number of Shares which shall have vested as of the Termination DateCompany elects to repurchase; (ii) the number calculation of Shares which the Company elects to repurchaseRepurchase Price for such Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant Employee shall surrender (if Participant Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant Employee or such person as Participant Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 32, multiplied by the number of the Shares to be purchased. If Participant Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c2(e), in the event any principal, interest, fees, expenses or other amounts due on or in connection with are owed to the Note Company by Employee (the "Outstanding Amount") are owed to the Company by Participant), the Repurchase Price for the number of the Shares to be repurchased hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to exercise the Repurchase Option. If the Outstanding Amount exceeds the Repurchase Price for the number of the Shares to be repurchased, Participant Employee shall remain obligated and liable to the Company for the unpaid balance thereof.