Option to Repurchase Shares Sample Clauses
The Option to Repurchase Shares clause grants a party, typically the company or its founders, the right to buy back shares from shareholders under specified conditions. This clause often outlines the circumstances under which the repurchase can occur, such as an employee leaving the company or failing to meet certain milestones, and details the price or formula for determining the repurchase value. Its core function is to provide the company with a mechanism to maintain control over its ownership structure and to address situations where shares should revert to the company, thereby protecting its long-term interests.
Option to Repurchase Shares. Teltronics hereby grants Intelliworxx the option, exercisable upon not less than ten days written notice, to purchase all Intelliworxx Shares for a price equal to $4,550,000, less the gross proceeds realized by Teltronics from the sale of Intelliworxx Shares. If Intelliworxx gives Teltronics notice of it's intention to exercise this option, Teltronics shall provide to Intelliworxx copies of all original documents relating to the number of Intelliworxx Shares sold by Teltronics and the prices at which such Intelliworxx Shares were sold within 5 business days of such notice.
Option to Repurchase Shares. In the event that an Executive is no longer employed, which includes the death or disability of such Executive (the “Terminated Executive”, which term includes any legal representative of the Terminated Executive) with the Company (or any of its subsidiaries) (an “Option Event”), then the Company, the Purchaser (or its assigns) and each Investor (or its assigns) (together with Purchaser (or its assigns), the “Repurchase Option Buyers”), subject to the priorities set forth below, shall have the right and option (the “Repurchase Option”), in each of their respective sole discretion, at any time during the thirty (30) days following the occurrence of an Option Event, to repurchase from such Terminated Executive all of the Shares then owned, directly or indirectly, by such Terminated Executive, including all such Shares acquired by a Person pursuant to an Exempt Transfer as set forth in paragraph 2.8.3 of this Agreement. The priority to exercise the Repurchase Option shall be, first to the Company and, second to the Purchaser (or its assigns) and to each Investor (or its respective assigns based on the allocations set forth below); provided, however, that each of the Company, the Purchaser and each Investor can elect not to exercise the Repurchase Option and that the Company, the Purchaser and the Investors may in their discretion, agree to a different allocation of the Shares to be repurchased as among themselves so long as each of them agrees to such allocation. In the event the Company does not choose to exercise the Repurchase Option, and at least two Repurchase Option Buyers desire to exercise the Repurchase Option, each such Repurchase Option Buyer shall purchase such number of Shares as equals (i) the total number of Shares that are subject to the Repurchase Option, multiplied by (ii) a fraction, the numerator of which shall equal the number of Shares owned by such Repurchase Option Buyer on a fully-diluted basis as of the close of business on the day immediately prior to the date of the Option Event and the denominator of which shall equal the aggregate number of the Shares held by the Repurchase Option Buyers who chose to exercise the Repurchase Option, on a fully-diluted basis, on such date. The price to exercise the Repurchase Option shall be the fair market value of the Shares to be purchased at the time of the Option Event, which shall be determined in accordance with the provisions set forth in Schedule 2, attached hereto. In the event that the C...
Option to Repurchase Shares. (a) In connection with the repurchase of the Shares as set forth in Section 1 above, the Investors hereby grant the Company an option (the "Option") to repurchase the remaining 206,898 Shares (the "Option Shares") at an aggregate exercise price of Seven Hundred Fifty Thousand Dollars ($750,000).
(b) The Option may be exercised by the Company as to all of the Option Shares, at any time, commencing on the Initial Closing and ending on January 2, 2001 (the "Option Expiration Date"). If not exercised on or prior to the Option Expiration Date, the Option shall terminate.
(c) In the event the Company wishes to exercise the Option, the Company shall send a written notice to the Investors of its intention to exercise the Option (the "Notice"), specifying the time and date of the closing of such purchase, as reasonably acceptable to the Investors, which date shall not be more than three (3) business days from the date on which such Notice is delivered (the "Option Closing").
(d) At the Option Closing, (i) the Company shall deliver to the Escrow Agent Seven Hundred Fifty Thousand Dollars ($750,000) by wire transfer of immediately available funds in accordance with Section 1.2(b) of the Escrow Agreement, (ii) each Investor shall deliver to the Escrow Agent a stock certificate representing the remaining 103,449 Shares held by the Investor, and (iii) the Company and the Investors shall execute and deliver irrevocable instructions to the Escrow Agent, in the form attached hereto as Exhibit B, to effect the provisions of this Section 2.
(e) The Company and the Investors hereby acknowledge and agree that delivery of the irrevocable instructions to the Escrow Agent as provided in Section 2(d)(iii) above shall constitute an amendment of the Escrow Agreement and the Escrow Agent's duties thereunder (in accordance with the terms of the Escrow Agreement, including, without limitation, those contained in Sections 2.4 and 2.7 of the Escrow Agreement). Except as explicitly provided herein and in such instructions, all other terms, conditions, obligations and other provisions of the Escrow Agreement shall remain in full force and effect.
(f) The Company and the Investors agree to execute and deliver, and will cooperate in obtaining from all appropriate parties (including, but not limited to, the Escrow Agent and the Company's transfer agent), such further documents and instruments as may be necessary or appropriate to consummate the transactions contemplated by this Section 2.
Option to Repurchase Shares. (a) In the event (i) the Grantee has exercised all or any portion of the Option in accordance with the terms of this Agreement and acquired any Shares and (ii) the Grantor has not entered into a proposal, plan or agreement with respect to an Alternative Transaction on or before the first anniversary of the Merger Termination Date, then during the Repurchase Option Exercise Period (as defined below), the Grantor shall have the right and option (the "Repurchase Option") to purchase from the Grantee all Shares then held by the Grantee at the Repurchase Option Price (as defined below). The Repurchase Option Exercise Period shall mean the 30-day period beginning on the first business day following the first anniversary of the Merger Termination Date. The Repurchase Option Price shall mean the greater of (i) $6.25 (subject to adjustment by reason of any stock split, reverse split, reclassification, stock dividend, reorganization, recapitalization or other similar change effecting the