Common use of Release/Surrender Clause in Contracts

Release/Surrender. The Common Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (b) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares. (c) All Common Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this Agreement, until such provisions terminate.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Youcentric Inc), Stock Restriction Agreement (Youcentric Inc)

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Release/Surrender. The Common Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellationcancellaton: (ai) Should the Company Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company Corporation concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Exercise Price paid for such those Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should the Corporation elect NOT to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be released to Owner. (iii) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares. (civ) All Common Shares (Upon any earlier termination of the Repurchase Right in connection with a Corporate Transaction or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale AgreementInvoluntary Termination, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this Agreement, until such provisions terminate.any Purchased

Appears in 1 contract

Samples: Stock Purchase Agreement (Vista Medical Technologies Inc)

Release/Surrender. The Common Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company Corporation concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should the Corporation elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be released to Owner. (iii) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares. (c) All Common Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this Agreement, until such provisions terminate.

Appears in 1 contract

Samples: Stock Issuance Agreement (Us Homecare Corp)

Release/Surrender. The Common SharesAs to Shares in which the Grantee acquires a vested interest (as described in paragraph 1.g), together with any other assets or securities held in escrow hereunder, the certificates representing such Shares shall be subject released from escrow and delivered to the following terms relating Grantee as soon as practicable after the Grantee acquires such vested interest. As to their release from escrow Shares that are Unvested Shares at the time that the Grantee first ceases to maintain Continuous Status as a Director, and which are forfeited or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect which Bancorp elects to exercise the Repurchase Right with respect to all or any portion of such Unvested Shares, then as the escrowed case may be and as provided in paragraph 2, certificates for those representing the Unvested Shares (together with any other assets that are forfeited or securities attributable thereto) that Bancorp elects to repurchase shall be surrendered delivered to the Company Bancorp, concurrently with the payment to Owner the Grantee, in cash or cash equivalent, of an amount equal to the aggregate Repurchase Price Purchase Price, if any, for such Unvested Shares, and Owner the Grantee shall cease to have any further rights or claims with respect to such Unvested Shares. As to Shares (that are Unvested Shares at the time that the Grantee first ceases to maintain Continuous Status as a Director and for which a Purchase Price is applicable, if Bancorp does not elect to exercise the Repurchase Right, as provided in paragraph 2, or other assets or securities attributable thereto). (b) As elects to exercise the Repurchase Right with respect to less than all of the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting ScheduleShares, the certificates for those vested shares (as well as all other vested assets and securities) Unvested Shares that Bancorp does not elect to repurchase shall be released from escrow upon Owner's requestdelivered to the Grantee, but not more frequently than once every six (6) months; provided, however, that the failure and Bancorp shall cease to release the certificates for have any Vested Shares solely for administrative reasons only shall not affect further Repurchase Right with respect to such shares' status as Vested Unvested Shares. (c) All Common Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this Agreement, until such provisions terminate.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Intermountain Community Bancorp)

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Release/Surrender. The Common Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company Corporation concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Purchase Price paid for such those Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Omitted. (iii) Omitted. (iv) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares. (cv) All Common Purchased Shares which vest (and any other vested assets and securities attributable thereto) shall be released within thirty (30) days after the Purchaser's cessation of Service. (vi) All Purchased Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this AgreementMarket Stand- Off, until such provisions terminaterestriction terminates.

Appears in 1 contract

Samples: Stock Purchase Agreement (Inflow Inc)

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