Repurchase of Vested Shares Sample Clauses

Repurchase of Vested Shares. (a) Upon any termination of your employment with or service (whether as a consultant, advisor, director or in any other capacity) to the Company, a subsidiary of the Company or an Affiliate for any reason (and for purposes of this Agreement, while you are an employee of the Company, a subsidiary of the Company or an Affiliate or are providing services to the Company, a subsidiary of the Company or an Affiliate as a consultant, advisor, director or another type of service provider, you will be considered to be in “Service” or providing “Services”), including retirement but other than death or disability, the Company will be entitled (in its sole and absolute discretion) to repurchase, at the Company’s election, all or any of the Vested Shares received hereunder (the “Repurchase Option”). If the Company elects to exercise the Repurchase Option with respect to your Vested Shares, it shall deliver written notice (the “Repurchase Notice”) to you to such effect within 90 days after the occurrence of the event giving rise to the Repurchase Option.
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Repurchase of Vested Shares. Subject to Sections 6(e) and 7 hereof, following the Termination of Employment due to death or Disability described above, any Class A Shares held by the Employee as a result of the vesting of Class A Restricted Shares may be repurchased by the Company at any time and from time to time following the date of such Termination of Employment at a purchase price per Class A Share equal to the Fair Market Value of such Class A Share as of the date of such Termination of Employment.
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Repurchase of Vested Shares. If the Employee incurs a termination of employment or other association with the Company and its Affiliates, all or any portion of the Vested Shares, to the extent held by the Employee or any transferee at the time of such termination, may be purchased by the Company, at its option, within ninety (90) days after such termination. If such termination is due to death or Disability or is by the Company other than for Cause or by the Employee for Good Reason, then the amount in cash to be paid for the repurchase of such Vested Shares shall be equal to the Market Value as of the date of such termination multiplied by the number of such Vested Shares. If such termination is by the Company for Cause or by the Employee for any reason other than death, Disability or Good Reason, the amount in cash to be paid for the repurchase of such Vested Shares shall be equal to the aggregate purchase price paid for such Vested Shares, provided, however, if the grant of the Acquired Shares was made without requiring the Employee to pay a purchase price in connection therewith, then no cash shall be paid for the repurchase of such Vested Shares and, instead, the Vested Shares shall be forfeited by the Employee or any permitted transferee. Notwithstanding the foregoing, the Company’s purchase right set forth in this Section 4 shall lapse to the extent the Acquired Shares become readily tradable on a nationally recognized exchange or market.
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Repurchase of Vested Shares. Notwithstanding anything in this Agreement to the contrary, the Company agrees that it will not exercise any right that the Company has to purchase, repurchase or reacquire all or any part of Employee's Vested Shares."
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Repurchase of Vested Shares. Subject to Section 7 hereof, following the Termination of Employment due to death or Disability described above, any Class A Shares held by the Employee as a result of the vesting of Class A Restricted Shares may be repurchased by the Company at any time during the two-year period following the date of Termination of Employment at a purchase price per Class A Share equal to the Fair Market Value of such Class A Share as of the date of such repurchase. Notwithstanding the foregoing, if any Class A Restricted Shares are repurchased by the Company (or the Sponsor Shareholder pursuant to Section 11 of the Management Shareholders Agreement) during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), and, subsequent to such repurchase, but prior to the expiration of the D & D Protected Period, either (A) an Initial Public Offering occurs, or (B) the Company enters into a definitive agreement with respect to a Change in Control transaction, then, upon the consummation of such Change in Control pursuant to the terms of such definitive agreement or the consummation of such Initial Public Offering, as the case may be, the Company shall pay to the Employee within sixty (60) days after the consummation of such Change in Control or Initial Public Offering an amount equal to the excess, if any, of (x) the Fair Market Value of such Class A Restricted Shares on the date of the Change in Control or the Initial Public Offering over (y) the purchase price paid to the Employee for such Class A Restricted Shares.
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Repurchase of Vested Shares. If your employment with the Company shall terminate for any reason (the date on which such termination occurs being referred to as the “Termination Date”), then the Company shall have the option to repurchase all or any part of your Vested Shares, whether held by you or by one or more of your transferees, at the price determined in accordance with the provisions of paragraph 10 hereof (the “Repurchase Option”).
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Repurchase of Vested Shares. In the event of the Employee's termination of employment for Cause or in the event of termination of employment by the Employee voluntarily (WHICH SHALL NOT INCLUDE DEATH OR DISABILITY) for any reason other than Good Reason, the Company shall have the option, but not the obligation, to repurchase all or any part of the Employee's Vested Shares. In the event the Company does not, upon any such termination of employment of the Employee, exercise its option pursuant to this Section 4(a), the restrictions set forth in the balance of this Agreement shall not thereby lapse, and the Employee for himself or herself, his or her heirs, legatees, executors, administrators and other successors in interest, agrees that the Shares shall remain subject to such restrictions. The following provisions shall apply to a repurchase under this Section 4(a):
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Repurchase of Vested Shares. Upon the occurrence of a Termination Event or the Bankruptcy of the Grantee prior to an Initial Public Offering, the Company or its assigns shall have the right and option to repurchase all or any portion of the Vested Shares held by the Grantee or any Permitted Transferee as of the date of such Termination Event or Bankruptcy at a price equal to the fair market value per share as determined by an appraiser, investment banker or other entity reasonably acceptable to both the Company and the Grantee, or the per share purchase price specified above, subject to adjustment, if greater. In addition, upon the Bankruptcy of any of the Grantee's Permitted Transferees prior to an Initial Public Offering, the Company or its assigns shall have the right and option to repurchase all or any portion of the Vested Shares held by such Permitted Transferee as of the date of such Bankruptcy at a price equal to the fair market value per share, determined as set forth above, or the per share purchase price specified above, subject to adjustment, if greater.
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Repurchase of Vested Shares. Subject to Section 6 hereof, following the Termination of Employment due to death or Disability described above, any Common Stock held by the Employee as a result of the vesting of Restricted Shares may be repurchased by the Company at any time during the two-year period following (x) the date of Termination of Employment in the event such shares of Common Stock were vested as of such termination and (y) the vesting of shares of Common Stock in the event such vesting occurred after the date of Termination of Employment at a price per share equal to the Fair Market Value of such share on the date of such termination, provided, that the repurchase price for shares of Common Stock vesting after Termination of Employment shall be the Fair Market Value of such share on the date of the applicable vesting event.
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Related to Repurchase of Vested Shares

  • Unvested Shares You are reflected as the owner of record of the Award Shares on the Company’s books. The Company will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until the Award Shares become vested and nonforfeitable, and any share certificates (or electronic delivery) representing such unvested shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares. You must deliver to the Company, as soon as practicable after the Grant Date, a stock power, endorsed in blank, with respect to the Award Shares. If you forfeit any Award Shares, the stock power will be used to return the certificates for the forfeited Award Shares to the Company’s transfer agent for cancellation.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Repurchase Right In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3, Purchaser agrees, immediately upon receipt of the stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares subject to the Repurchase Option, to deliver any such stock certificate(s) as well as a Stock Power in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such Shares (and stock certificate(s), if any) and Stock Power in escrow and to take all such actions and to effectuate all such transfers and/or releases as are required in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").

  • Repurchase Rights ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

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