Repurchase of Unvested Shares. Upon the termination of the Stockholder’s Business Relationship, subject to the application of Section 1(d), the Stockholder, in the case of the Stockholder’s death, the executor of the Stockholder’s estate, and any Permitted Transferee (as hereinafter defined) shall sell to the Company (or the Company’s assignee) all Unvested Shares in accordance with the procedures set forth below. The purchase price (the “Unvested Share Repurchase Price”) of such Unvested Shares (the “Repurchased Unvested Shares”) shall be the aggregate par value of such shares (subject to adjustment as herein provided). Such sale shall be effected by the delivery by the Escrow Holder (as defined below) to the Company of a certificate or certificates evidencing the Repurchased Unvested Shares, each duly endorsed for transfer to the Company. Within 120 days following receipt thereof, the Company shall mail a check for the Unvested Repurchase Price to the Stockholder or shall cancel indebtedness owed to the Company by the Stockholder by written notice mailed to the Stockholder, or both. Upon the mailing of a check in payment of the purchase price in accordance with the terms hereof or cancellation of indebtedness as aforesaid, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto (even if the Stockholder or Escrow Holder fails to deliver such shares), and the Company shall have the right to retain and transfer to its own name or cancel the number of Unvested Shares being repurchased by the Company.
Repurchase of Unvested Shares. A. Allcock hereby sells, transfers and assigns to the Company and xxx Xxxxxxx hereby repurchases from Allcock 287,159 shares of Common Stock held by Allcock (the "Repurchased Shares") for the aggregate purchase price of $998.93, such amount being the price originally paid by Allcock for the Repurchased Shares (after taking into account a stock dividend paid by the Company after the original issuance of shares of Common Stock the Founders). Upon the execution of this Agreement, the Company has delivered a check for such purchase price to Allcock, and Allcock has delivered to his attorney, for delivery to the Company, the certificate representing the Repurchased Shares, accompanied by an appropriate stock power executed by Allcock. Promptly after receipt of such certificate, the Company will deliver to Allcock a stock certificate representing the balance of the shares of Common Stock held by him represented by such certificate.
B. The Company and Allcock agree that the Repurchased Shares constitute all of Allcock's Unvested Shares (as such term is defined in the Stockholders' Agreement and the Stock Restriction Agreement), that the Company has no right under Section 5 of the Stockholders' Agreement or the Stock Restriction Agreement to repurchase the remaining shares of Common Stock held by Allcock, and that all such remaining shares are "Vested Shares" as defined in the Stockholders' Agreement and the Stock Restriction Agreement.
C. The Company and Allcock agree that this Agreement constitutes the Company's notice to repurchase the Repurchased Shares required by the Stockholders' Agreement and the Stock Restriction Agreement and that the repurchase of the Repurchased Shares hereunder satisfies the requirements of Section 5 of the Stockholders' Agreement and the Stock Restriction Agreement.
Repurchase of Unvested Shares. In the event that the Optionee has, prior to the date of termination, exercised the Option as to Shares which have not vested in accordance with Section 3(a)(i), the Shares which have not vested as of the date of termination (or disability or six months after death, as the case may be under Sections 8 or 9 hereof, respectively) shall be subject to the Company's right to repurchase such Shares at their original exercise price set forth in Section 2 hereof, in accordance with the terms of the Restricted Stock Purchase Agreement attached hereto as Exhibit A.
Repurchase of Unvested Shares. All Unvested Shares shall have been repurchased by the Company in the manner set forth in Section 5.13.
Repurchase of Unvested Shares. Prior to the Closing the Company will exercise its rights to repurchase any shares of outstanding Common Stock that are not Vested Common Shares immediately prior to the Effective Time by paying to the holders thereof an amount equal to the par value of those shares.
Repurchase of Unvested Shares. The Company or its assignee(s) shall have the option to repurchase from Purchaser (or from Purchaser's personal representative as the case may be) any or all of the Unvested Shares at the current full market value of the Shares as determined in good faith by the Company's Board of Directors.
Repurchase of Unvested Shares. The surrender of unvested shares to the Corporation for cancellation without any cash payment or other consideration to Mr. Field will not be deemed a "sale" of those shares for short-swing liability purposes. The repurchase of unvested shares by the Corporation for consideration equal to the original purchase price paid for those shares will normally not result in a "sale" transaction for short-swing liability purposes. Sale of Shares. The sale of shares acquired under the Special Base Option will be treated as a "sale" for short-swing liability purposes and will be matched with any non-exempt purchases of Common Stock (e.g., open-market purchases) made within six (6) months before or after the date of such sale.
Repurchase of Unvested Shares. If 724 Solutions does not assume the Assumed Options in connection with the Merger, each share of 724 Solutions Common Stock issued at the Closing to an Employee Holder in exchange for an Unvested Share shall be subject to the Unvested Share Repurchase Option, in favor of 724 Solutions, described and set forth in the Employee Holder Agreement (the "Unvested Share Repurchase Option") as if all of such Unvested Share Repurchase Option was set forth in full in the body of this Agreement, whether or not an Employee Holder executes and delivers an Employee Holder Agreement. For purposes of the foregoing, "Unvested Share" shall mean any shares of Ezlogin Capital Stock issued upon the early exercise of an Ezlogin Option as contemplated by Section 5.9 hereof, or that were subject to a right of repurchase by Ezlogin immediately prior to the Closing.
Repurchase of Unvested Shares. AUGUST OPTION. As of the Effective Date, there are 107,310 shares of August Shares which have not yet vested and the vesting have not been accelerated. The Consultant and the Company acknowledge and agree that the Company hereby repurchases these 107,310 shares from the Consultant as of the Effective Date.
Repurchase of Unvested Shares
