Limited Right of the Employee to Require the Company to Repurchase Shares Sample Clauses

Limited Right of the Employee to Require the Company to Repurchase Shares. If the Employee’s employment with the Company is terminated prior to a Public Offering by the Employee upon Retirement or for Good Reason, or by reason of the Disability or death of the Employee, or is terminated by the Company without Cause (including in connection with a sale by the Company of the division or Subsidiary directly employing the employee), the Employee may require the Company to purchase all (but not less than all) of the Initial Shares and the Additional Shares by written notice delivered to the Company within 30 days following the expiration of the Second Option Period.
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Limited Right of the Employee to Require the Company to Repurchase Shares. If the Employee’s employment with the Company terminates for any reason prior to a Public Offering and such termination (w) is by the Company without Cause, (x) if the Employee is a party to an employment agreement that contains a definition of “good reason”, is by the Employee for good reason as provided in such employment agreement, (y) occurs by reason of the Employee’s Retirement or (z) occurs by reason of the Employee’s death or Disability, and the right of repurchase pursuant to Section 5(a) has been exercised with respect to fewer than all of the number of Shares acquired by the Employee upon the exercise of Options (as may be adjusted pursuant to Section 3.3 of the Stock Incentive Plan), the Employee may, by written notice delivered to the Company within 30 days following the expiration of the Second Option Period, require the Company, and, if the Investors have elected to purchase any Shares in the Second Option Period, the Investors to purchase a number of the Employee’s Shares equal to the number of Converted Holdings Option Shares minus the number of Converted Holdings Option Shares repurchased pursuant to Section 5(a). For purposes of determining the number of Shares subject to repurchase pursuant to this Section 5(b), the percentage of Shares repurchased pursuant to Section 5(a) deemed to be Converted Holdings Option Shares shall be the same percentage as the proportion of Converted Holdings Option Shares to all Shares acquired by the Employee upon the exercise of Options (including those that are not Converted Holdings Options) immediately prior to the repurchase pursuant to Section 5(a)
Sample 1Sample 2
Limited Right of the Employee to Require the Company to Repurchase Shares. If the Employee’s employment with the Company is terminated by the Employee upon Retirement or by reason of the Disability or death of the Employee or is terminated by the Company without Cause, the Employee may require the Company to purchase all (but not less than all) of the Shares by written notice delivered to the Company within 30 days following the expiration of the Second Option Period.
Sample 1Sample 2
Limited Right of the Employee to Require the Company to Repurchase Shares. If the Employee’s employment with the Company is terminated by reason of the Disability or death of the Employee and the right of repurchase pursuant to Section 5(a) has been exercised with respect to fewer than all of the number of Shares set forth on the signature page hereof (as may be adjusted pursuant to Section 3.3 of the Stock Incentive Plan), the Employee may, by written notice delivered to the Company within 30 days following the expiration of the Second Option Period, require the Company or the Investors, as applicable, to purchase a number of the Employee’s Shares equal to the number of Shares set forth on the signature page hereof minus the number of Shares repurchased pursuant to Section 5(a). For avoidance of doubt, Option Shares shall not be subject to the limited right of repurchase contained in this Section 5(b).
Sample 1
Limited Right of the Employee to Require the Company to Repurchase Shares. If the Employee’s employment with the Company terminates for any reason prior to a Public Offering and such termination (w) is by the Company without Cause, (x) if the Employee is a party to an employment agreement that contains a definition of “good reason”, is by the Employee for good reason as provided in such employment agreement,
Sample 1

Related to Limited Right of the Employee to Require the Company to Repurchase Shares

  • Right to Require Repurchase In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • Right of the Company to Redeem the Notes The Company will have the right to redeem the Notes for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.

  • Right of First Refusal to Purchase TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

  • Right to Repurchase CMSI cannot exercise its right to repurchase the mortgage loans pursuant to section 9.1(a) of the Standard Terms unless · the aggregate scheduled principal balance of the mortgage loans is less than $49,678,132.50 at the time of repurchase, and · if there is an insured class outstanding and the exercise of such repurchase right would result in a draw under any certificate insurance policy, the Insurer has previously consented.

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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