Common use of Option to Purchase the Shares Clause in Contracts

Option to Purchase the Shares. a. In the event that the Executive breaches any of the covenants contained in Paragraphs 9 or 10, the Corporation shall have the right, but is not required, to purchase all of the Shares which are then owned by the Executive or any representative, successor or transferee of the Executive. Any right to purchase under this Paragraph 11 shall be exercised in writing within sixty (60) days of the date on which the Corporation becomes aware that any such breach has occurred. Settlement shall be held at the principal office of the Corporation at such date and time within ninety (90) days from the time that the notice of intent to exercise required by this subparagraph 11a has been sent by the Corporation as shall be selected by the Corporation. For purposes of this subparagraph 11a, (i) the Executive shall be conclusively deemed and considered to own all Shares owned by himself, his estate, his executors or administrators, his distributees and his personal and legal representatives, and (ii) no Shares owned by a transferee of the Executive other than those transferees referred to in clause (i) above shall be subject to purchase by the Corporation. Except as otherwise provided in Paragraph 5, the purchase price for such Shares shall be the original principal amount of the Note. b. The purchase price for the Shares purchased pursuant to subparagraph 11a above shall be paid by delivering to the Executive or any transferee of the Executive referred to in subparagraph 11a(i) above the Note marked paid in full, together with the Corporation's check in the amount, if any, by which the purchase price exceeds the principal balance then outstanding on the Note.