Repurchase of Restricted Stock. (a) Except as provided in paragraph 3(g), in the event of a Repurchase Event, as defined in paragraph 3(b) below, the Company may elect to repurchase the Restricted Stock (whether vested or unvested and whether held by the Stockholder or one or more of the Stockholder's permitted transferees) pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option").
(b) Each of the following shall constitute a "Repurchase Event":
(i) Termination of the Management Services Agreement for any reason whatsoever on or before the fourth anniversary of the date of this Agreement;
(ii) Termination of the Management Services Agreement by the Medical Group pursuant to Section 13.1(d) thereof (based on failure of the Company to consummate an initial public offering of its Common Stock within forty-eight (48) months after the Commencement Date under the Management Services Agreement); or
(iii) The Stockholder's Cessation of Active Practice.
(c) The repurchase price for each Unvested Share shall be equal to the Original Value of such share.
(d) The repurchase price for each Vested Share shall be the Fair Market Value for such share.
(e) The Company may elect to repurchase all or a portion of the Restricted Stock by delivering written notice (the "Repurchase Notice") to the Stockholder within ninety (90) days after the Repurchase Event; provided, however, that if the Company elects to repurchase less than all of the Restricted Stock, the Company shall repurchase all of the Unvested Shares and may purchase that number of Vested Shares as the Company may, in its discretion, determine. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be acquired, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. If the Repurchase Event giving rise to the Company's election to repurchase consists of the termination of the Management Services Agreement, and if the number of shares of Restricted Stock that the Company has elected to repurchase is less than the total number of shares of Restricted Stock held by all of the Stockholders, the Company shall purchase the shares of Restricted Stock pro rata according to the number of shares of Restricted Stock held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
(f) The closing of the repurchase of Restricted Stock pursuant to the Repurchas...
Repurchase of Restricted Stock. (a) On and after the occurrence of a Repurchase Event, the Corporation shall have the right to purchase from the Initial Stockholder and any member of the Group of the Initial Stockholder, and the Initial Stockholder and any member of the Group of the Initial Stockholder shall sell to the Corporation upon the exercise of such right, at a purchase price per share of $.005, up to the number of shares of Restricted Stock less the number of Vested Shares (as hereinafter defined). As used herein:
Repurchase of Restricted Stock. The Corporation may repurchase the Restricted Stock from the Executive upon the terms and conditions hereinafter set forth within sixty (60) days after termination of the Executive by the Corporation for Cause. In the event the Corporation exercises its right to repurchase, the Corporation shall promptly pay to the Executive an amount per share equal to the original purchase price paid per share (i.e., $0.001 per share) by the Executive for the Restricted Stock shares, as adjusted from time to time for stock splits, stock dividends, stock combinations and other recapitalizations.
Repurchase of Restricted Stock. The Administrator may provide in the terms of each individual Award Agreement that the Company shall have the right to repurchase from the Holder the Restricted Stock then subject to restrictions under the Award Agreement at the time of such Holder’s Termination of Employment, at a price per share equal to the lesser of (i) the price paid by the Holder for such Restricted Stock or (ii) the then current Fair Market Value of such Restricted Stock, as determined by the Administrator in good faith. The repurchase price for any such shares of Restricted Stock shall be paid in either cash (or cash equivalent) or cancellation of all or any portion of any indebtedness owed to the Company incurred by the Holder in satisfaction of the Holder’s tax withholding obligations.
Repurchase of Restricted Stock. Until a share of Restricted Stock vests as set forth in this Agreement, including vesting relating to a Change of Control under SECTION 5(B), the Company shall have the right to repurchase from the Recipient (or his or her legal representative(s), guardian(s) or permitted transferee) the unvested shares of Restricted Stock (including any shares received by the holder with respect to such share of Restricted Stock as a result of stock dividends, stock splits or other forms of recapitalization) immediately upon a termination of employment (with or without cause and for any reason whatsoever) or, if applicable, upon a termination of any other business relationship (with or without cause and for any reason whatsoever) between the Recipient and the Company and/or a Affiliated Entity, at the Purchase Price, increased on an annual basis by seven percent (7%) per annum.
Repurchase of Restricted Stock. Immediately upon the Restricted Stockholder’s Termination of Employment, Termination of Directorship or Termination of Consultancy (as applicable) for any reason, the Company or the Employer shall have the right to repurchase from the Restricted Stockholder any or all shares of Restricted Stock then subject to Restrictions at a cash price per share equal to the price paid by the Restricted Stockholder for such Restricted Stock; provided, however, that provision may be made by the Committee in its sole and absolute discretion that no such right of repurchase shall exist in the event of:
(a) The Restricted Stockholder’s Termination of Employment, Termination of Directorship or Termination of Consultancy without cause or because of the Restricted Stockholder’s death, disability or retirement; or
(b) The Restricted Stockholder’s Termination of Employment, Termination of Directorship or Termination of Consultancy following a Change in Control.
Repurchase of Restricted Stock. Xxxxxxx is a party to Stock Restriction Agreements with the Company dated May 2, 1997, June 2, 1997 and June 11, 1997 (collectively, the "Stock Restriction Agreements"). In connection with the provisions of paragraphs 2 and 3 of each of the Stock Restriction Agreements, the Company hereby waives its right to exercise its Purchase Options with respect to all unvested shares of the Company's common stock previously purchased by Xxxxxxx under such Stock Restriction Agreements. All shares of common stock previously purchased by Xxxxxxx under the Stock Restriction Agreements (the "Restricted Shares") are, therefore, fully vested in Xxxxxxx (subject to the Company's rights under Stock Pledge Agreements between Xxxxxxx and the Company dated May 2, 1997, June 2, 1997 and June 11, 1997 (collectively, the "Stock Pledge Agreements"
Repurchase of Restricted Stock. The Administrator shall provide in the terms of each individual Award Agreement that the Company shall have the right to repurchase from the Holder the Restricted Stock then subject to restrictions under the Award Agreement immediately upon a Termination of Employment or, if applicable, upon a Termination of Consultancy between the Holder and the Company, at a cash price per share equal to the price paid by the Holder for such Restricted Stock; provided, however, that the Administrator in its discretion may provide that no such right of repurchase shall exist in the event of a Termination of Employment following a "change of ownership or control" (within the meaning of Treasury Regulation Section 7.162-27(e)(2)(v) or any successor regulation thereto) of the Company or because of the Holder's death or disability; provided, further, that, except with respect to shares of Restricted Stock granted to Section 162(m) Participants, the Administrator in its discretion may provide that no such right of repurchase shall exist in the event of a Termination of Employment or a Termination of Consultancy without cause or following any Change in Control of the Company or because of the Holder's retirement, or otherwise.
Repurchase of Restricted Stock. Employee hereby grants the Company the right (the "Repurchase Right") to repurchase the Restricted Stock, at any time or from time to time, for a purchase price of $0.05 per share, or an aggregate purchase price of $50,000. The Company may exercise the Repurchase Right upon written notice to Employee, accompanied by the Purchase Price therefor. At the same time as such delivery, Employee shall duly convey and transfer the Restricted Stock to the Company.
Repurchase of Restricted Stock. Until a share of Restricted Stock vests as set forth in this Agreement, including vesting relating to a Change of Control under SECTION 5(B), the Company shall have the right to repurchase from the Recipient (or his or her legal representative(s), guardian(s) or permitted transferee) the unvested shares of Restricted Stock (including any shares received by the holder with respect to such share of Restricted Stock as a result of stock dividends, stock splits or other forms of recapitalization) within 30 days following a termination of employment or, if applicable, upon a termination of any other business relationship between the Recipient and the Company and/or an Affiliated Entity, at two times the Purchase Price. Recipient agrees to execute any further documentation reasonably requested by the Company with respect to a repurchase by the Company of Restricted Stock covered by this Award.
