Common use of Grant of Vested Share Repurchase Option Clause in Contracts

Grant of Vested Share Repurchase Option. Except as provided in Section 12.4 below, in the event of the occurrence of any Repurchase Event, as defined below, the Company shall have the right to repurchase the shares acquired by the Optionee pursuant to the Option (the "Repurchase Shares") under the terms and subject to the conditions set forth in this Section 12 (the "Vested Share Repurchase Option"). Each of the following events shall constitute a "Repurchase Event": (a) Termination of the Optionee's Service for any reason or no reason, with or without cause, including death or Disability. The Repurchase Period, as defined below, shall commence on the date of termination of the Optionee's Service. (b) The Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option attempts to sell, exchange, transfer, pledge, or otherwise dispose of any Repurchase Shares without complying with the provisions of Section 11. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such attempted sale, exchange, transfer, pledge or other disposition. (c) The receivership, bankruptcy or other creditor's proceeding regarding the Optionee or the taking of any of the Optionee's shares of Stock by legal process, such as a levy of execution. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of the commencement of pendency of the receivership, bankruptcy or other creditor's proceeding or the date of such taking, as the case may be. The Fair Market Value of the Repurchase Shares shall be determined as of the last day of the month preceding the month in which the proceeding involved commenced or the taking occurred. (d) The Optionee violates any provision of Section 13 or the Company can reasonably anticipate that the Optionee will violate any provision of Section 13. The Repurchase Period, as defined below, shall commence on the date of the violation or when the Company reasonably determines such a violation may occur.

Grant of Vested Share Repurchase Option. Except as provided in Section 12.4 below, in the event of the occurrence of any Repurchase Event, as defined below, the Company shall have the right to repurchase the shares of Stock acquired by the Optionee Participant pursuant to the Option (the "“Repurchase Shares"”) under the terms and subject to the conditions set forth in this Section 12 (the "“Vested Share Repurchase Option"”). Each of the following events shall constitute a "“Repurchase Event"”: (a) Termination of the Optionee's Participant’s Service for any reason or no reason, with or without causeCause, voluntarily or involuntarily, including death or Disability. The Repurchase Period, as defined below, shall commence on the date of termination of the Optionee's Participant’s Service. (b) The OptioneeParticipant, the Optionee's Participant’s legal representative, or other holder of shares acquired upon exercise of the Option attempts to sell, exchange, transfer, pledge, or otherwise dispose of any Repurchase Shares without complying with the provisions of Section 11. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such attempted sale, exchange, transfer, pledge or other disposition. (c) The receivership, bankruptcy or other creditor's ’s proceeding regarding the Optionee Participant or the taking of any of the Optionee's Participant’s shares of Stock by legal process, such as a levy of execution. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of the commencement of pendency of the receivership, bankruptcy or other creditor's ’s proceeding or the date of such taking, as the case may be. The Fair Market Value of the Repurchase Shares shall be determined as of the last day of the month preceding the month in which the proceeding involved commenced or the taking occurred. (d) The Optionee violates any provision of Section 13 or the Company can reasonably anticipate that the Optionee will violate any provision of Section 13. The Repurchase Period, as defined below, shall commence on the date of the violation or when the Company reasonably determines such a violation may occur.

Grant of Vested Share Repurchase Option. Except as provided in Section 12.4 below, in the event of the occurrence of any Repurchase Event, as defined below, the Company shall have the right to repurchase the shares acquired by the Optionee pursuant to the Option (the "“Repurchase Shares"”) under the terms and subject to the conditions set forth in this Section 12 (the "“Vested Share Repurchase Option"”). Each of the following events shall constitute a "“Repurchase Event"”: (a) Termination of the Optionee's ’s Service with the Participating Company Group for any reason or no reason, with or without causeCause, including death or Disability. The Repurchase Period, as defined below, shall commence on the date of termination of the Optionee's ’s Service. (b) For the Optionee directly or indirectly to own, manage, operate, join, control or participate in the ownership, management, operation or control of, or render services as an employee, consultant or independent contractor to, any business whether in corporate, proprietorship or partnership form or otherwise with respect to any product or service that is the same as or competitive with the Company’s business. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such activities by Optionee. (c) The Optionee, the Optionee's ’s legal representative, or other holder of shares acquired upon exercise of the Option attempts to sell, exchange, transfer, pledge, or otherwise dispose of any Repurchase Shares without complying with the provisions of Section 11. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of such attempted sale, exchange, transfer, pledge or other disposition. (cd) The receivership, bankruptcy or other creditor's ’s proceeding regarding the Optionee or the taking of any of the Optionee's ’s shares of Stock by legal process, such as a levy of execution. The Repurchase Period, as defined below, shall commence on the date the Company receives actual notice of the commencement of pendency of the receivership, bankruptcy or other creditor's ’s proceeding or the date of such taking, as the case may be. The Fair Market Value of the Repurchase Shares shall be determined as of the last day of the month preceding the month in which the proceeding involved commenced or the taking occurred. (d) The Optionee violates any provision of Section 13 or the Company can reasonably anticipate that the Optionee will violate any provision of Section 13. The Repurchase Period, as defined below, shall commence on the date of the violation or when the Company reasonably determines such a violation may occur.