Exercise of Repurchase Right. In the event the Company shall be entitled to and shall elect to exercise the Repurchase Right, it shall give to the Optionee (or his heirs or personal representative, as the case may be) a written notice specifying such exercise, the number of shares that the Company elects to repurchase and specifying a date for closing hereunder, which date shall be not more than ten (10) business days after the giving of such notice. The closing shall take place at the Company's principal offices or such other location as the Company may reasonably designate in such notice. At the closing, the Optionee (or his heirs or personal representative, as the case may be) shall deliver the certificates representing the shares being repurchased, duly endorsed in blank for transfer (and if the seller shall be the heirs or personal representative of the Optionee, together with proof as to the authority of the person or persons to make such delivery), against the simultaneous delivery to the Optionee (or his heirs or personal representative, as the case may be) of the purchase price for the number of shares then being repurchased. In the event that the Optionee (or his heirs or personal representative, as the case may be) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, the Company may elect (a) to establish a segregated account in the amount of the purchase price, such account to be turned over to the Optionee (or his heirs or personal representative, as the case may be) upon delivery of such certificates duly endorsed as aforesaid, and (b) immediately to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) to the Company and to treat the Optionee (or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as required. The Optionee (and any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentence.
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (Teradyne Inc), Non Statutory Stock Option Agreement (Genrad Inc)
Exercise of Repurchase Right. In The Repurchase Right shall be exercisable by written notice delivered by the Company (or its assigns) to the Owner (as defined in Paragraph 21(c)) prior to the expiration of the sixty (60) day period commencing on the death, total physical or mental disability of Optionee or the termination of Optionee's employment with the Company, provided, however, in the event that Optionee has not exercised any Options granted hereunder prior to the death, Disability of Optionee or the termination of Optionee's employment with the Company, then the Repurchase Right shall be exercisable by written notice delivered by the Company shall be entitled to and shall elect to exercise the Repurchase Right, it shall give (or its assigns) to the Optionee Owner (or his heirs or personal representative, as defined in Paragraph 21(c)) prior to the case may beexpiration of the sixty (60) a written day period commencing on the date such options are exercised pursuant to Section 7 of this Agreement. The notice specifying such exercise, shall indicate the number of shares that Shares to be repurchased and the Company elects date on which the repurchase is to repurchase and specifying a be effected, such date for closing hereunder, which date shall to be not more than ten thirty (1030) business days after the giving receipt of such notice. The closing shall take place at any and all necessary approvals from any governmental authority (together with the expiration of any mandatory waiting periods) required in connection with the exercise of the Repurchase Right by the Company's principal offices . To the extent one or such other location as more certificates representing Shares may have been previously delivered to the Owner, then Owner shall, prior to the close of business on the date specified for the repurchase, deliver to the Secretary of the Company may reasonably designate in such notice. At the closing, the Optionee (or his heirs or personal representative, as the case may be) shall deliver the certificates representing the shares being Shares to be repurchased, duly each certificate to be properly endorsed for transfer. The Company (or its assigns) shall, concurrently with the receipt of such stock certificates, pay to Owner in blank for transfer cash or cash equivalents (and if including the seller shall be the heirs or personal representative cancellation of the Optioneeany purchase-money indebtedness), together with proof as an amount equal to the authority of the person or persons to make such delivery), against the simultaneous delivery to the Optionee (or his heirs or personal representative, as the case may be) of the purchase price for the number of shares then being repurchased. In the event that the Optionee (or his heirs or personal representative, as the case may be) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, the Company may elect (a) to establish a segregated account in the amount of the purchase price, such account to be turned over to the Optionee (or his heirs or personal representative, as the case may be) upon delivery of such certificates duly endorsed as aforesaid, and (b) immediately to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) to the Company and to treat the Optionee (or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as required. The Optionee (and any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentencePurchase Price.
Appears in 2 contracts
Samples: Non Qualified Stock Option Award Agreement (Eurobancshares Inc), Incentive Stock Option Award Agreement (Eurobancshares Inc)
Exercise of Repurchase Right. In If QL Holdings elects to repurchase Executive Units from the event the Company Executive or QLH pursuant to this Section 6, QL Holdings shall be entitled to and shall elect to exercise the Repurchase Right, it shall give deliver written notice of its election to the Optionee Executive (or his heirs or personal representativea “Repurchase Notice”) within one hundred twenty (120) days of the date of termination of the Executive’s employment. The Repurchase Notice shall set forth the number of Executive Units to be acquired from the Executive and/or QLH, as the case may be) a written notice specifying such exercise, the number aggregate consideration to be paid in cash for such Executive Units, QL Holdings’ determination of shares that the Company elects to repurchase Fair Market Value and specifying a date resulting calculation of Unit Fair Market Value of each Unit, and the time and place for the closing hereunder, which date shall be not more than ten (10) business days after of the giving of such noticetransaction. The closing of the purchase of the Executive Units pursuant to the Repurchase Notice shall take place at on the Company's principal offices date designated by QL Holdings in the Repurchase Notice, subject to an extension of up to no more than ninety (90) days to enable resolution of a dispute pursuant to Section 6(b) hereof of the determination of Fair Market Value, and the resulting calculation of Unit Fair Market Value. QL Holdings shall pay for the Executive Units to be purchased pursuant to the Repurchase Notice by (i) check or (ii) wire transfer of immediately available funds. In connection with any such other location as purchase of Executive Units, QL Holdings will be entitled to receive customary representations and warranties from the Company may reasonably designate in such notice. At the closing, the Optionee (or his heirs or personal representativeExecutive and/or QLH, as the case may be) shall deliver , regarding the certificates representing the shares being repurchasedvalid ownership of such Executive Units, duly endorsed in blank for transfer free of all liens and encumbrances (and if the seller shall be the heirs or personal representative of the Optionee, together with proof as to the authority of the person or persons to make such deliveryother than those arising under applicable securities laws), against and the simultaneous delivery Executive’s and/or QLH’s authority, power and right to the Optionee (or his heirs or personal representative, as the case may be) of the purchase price for the number of shares then being repurchased. In the event that the Optionee (or his heirs or personal representative, as the case may be) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, the Company may elect (a) to establish a segregated account in the amount of the purchase price, sell such account to be turned over to the Optionee (or his heirs or personal representative, as the case may be) upon delivery of such certificates duly endorsed as aforesaid, and (b) immediately to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) to the Company and to treat the Optionee (or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as required. The Optionee (and Executive Units without violating any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentenceother agreement.
Appears in 2 contracts
Samples: Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.)
Exercise of Repurchase Right. In the event the Company A Right of Repurchase shall be entitled to and shall elect to exercise the Repurchase Right, it shall give exercisable only by written notice delivered to the Optionee Purchaser prior to the expiration of the applicable period specified in subsection (or his heirs or personal representative, as b) above. The notice shall set forth the case may be) a written notice specifying such exercise, date on which the number of shares that the Company elects repurchase is to repurchase and specifying a date for closing hereunder, which be effected. Such date shall not be not more than ten (10) business 60 days after the giving date of such the notice. The closing shall take place at certificate(s) representing the Company's principal offices or such other location as Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company may reasonably designate properly endorsed for transfer, free and clear of any encumbrances, restrictions, liens or security interests thereon, except for the restrictions set forth in this Agreement and under applicable securities laws. The Company shall, concurrently with the receipt of such notice. At the closingcertificate(s), the Optionee (or his heirs or personal representative, as the case may be) shall deliver the certificates representing the shares being repurchased, duly endorsed in blank for transfer (and if the seller shall be the heirs or personal representative of the Optionee, together with proof as pay to the authority of the person or persons to make such delivery), against the simultaneous delivery to the Optionee (or his heirs or personal representative, as the case may be) of Purchaser the purchase price for the number of shares then being repurchased. In the event that the Optionee determined according to subsection (or his heirs or personal representative, d) above as the case may befollows:
(i) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, If the Company may elect is exercising an Ordinary Right of Repurchase or a Termination Right of Repurchase (a) to establish a segregated account and no Forfeiting Event has occurred), payment shall be made in the amount cash or cash equivalents or by canceling any indebtedness of the purchase price, such account to be turned over Company to the Optionee Purchaser; and
(ii) If the Company is exercising a Termination Right of Repurchase (and one or his heirs more Forfeiting Events have occurred), payment shall be made by (x) first offsetting damages, if any, suffered by the Company as a result of the Purchaser’s breach causing the Forfeiting Event, (y) next reducing or personal representative, as canceling any indebtedness of the case may be) upon delivery of such certificates duly endorsed as aforesaidCompany to the Purchaser, and (bz) immediately the balance shall be paid, at the option of the Company, in cash or cash or by delivery of a promissory note, with interest payable at the lowest applicable federal rate, and a maturity three years after the date of issue. The Right of Repurchase shall not be the Company’s sole remedy in the event of a Forfeiting Event, but shall be in addition to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) any other remedy available to the Company and to treat the Optionee (at law or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as requiredequity. The Optionee Right of Repurchase shall terminate with respect to any Shares for which it has not been timely exercised pursuant to this subsection (and any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentencee).
Appears in 1 contract
Exercise of Repurchase Right. In (a) Upon the event termination of the employment of the Participant with the Company, the Repurchase Right shall automatically be exercised with respect to all Unvested Shares held by the Participant and the Company and/or its assigns shall automatically become the legal and beneficial owner of the Unvested Shares being purchased and all rights and interest thereon or related thereto, and the Company shall be entitled have the right to and transfer to its own name or its assigns the number of Unvested Shares being purchased, without further action by the Participant (or his estate). Within 10 business days after termination of the employment of the Participant with the Company, the Company shall elect pay to the Participant the aggregate Repurchase Price for such repurchased Shares (provided that any delay in making such payment shall not invalidate the Company's repurchase of such Shares).
(b) After the automatic repurchase of the Unvested Shares pursuant to subsection (b) above, the Company shall not pay any dividends to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.
(c) The Repurchase Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both.
(d) The Company shall not purchase any fraction of a Share upon exercise of the Repurchase Right, it and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall give be rounded to the Optionee nearest whole Share (or his heirs or personal representative, as the case may bewith any one-half Share being rounded upward).
(e) a written notice specifying such exercise, the number of shares that the Company elects to repurchase and specifying a date for closing hereunder, which date shall be not more than ten (10) business days after the giving of such notice. The closing shall take place at the Company's principal offices or such other location as the Company may reasonably designate in such notice. At the closing, the Optionee (assign its Repurchase Right to one or his heirs more persons or personal representative, as the case may be) shall deliver the certificates representing the shares being repurchased, duly endorsed in blank for transfer (and if the seller shall be the heirs or personal representative of the Optionee, together with proof as to the authority of the person or persons to make such delivery), against the simultaneous delivery to the Optionee (or his heirs or personal representative, as the case may be) of the purchase price for the number of shares then being repurchased. In the event that the Optionee (or his heirs or personal representative, as the case may be) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, the Company may elect (a) to establish a segregated account in the amount of the purchase price, such account to be turned over to the Optionee (or his heirs or personal representative, as the case may be) upon delivery of such certificates duly endorsed as aforesaid, and (b) immediately to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) to the Company and to treat the Optionee (or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as required. The Optionee (and any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentenceentities.
Appears in 1 contract
Samples: Restricted Stock Agreement (Eyetech Pharmaceuticals Inc)