Common use of Repurchase of Vested Shares Clause in Contracts

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. (b) The repurchase price (the “Repurchase Price”) for your Vested Shares to be repurchased (the “Surrendered Securities”) shall be determined as the greater of: the fair market value or the latest price paid for company shares by a third party. (1) Within ten (10) business days after the Repurchase Price for the Surrendered Securities has been determined, the Company shall send a notice to you of the Surrendered Securities setting forth the consideration to be paid for such securities and the time and place for the closing of the transaction, which date shall not be more than twenty (20) days nor less than five (5) days after the delivery of such notice. At such closing, you shall deliver all certificates (if any exist) evidencing the Surrendered Securities to be repurchased to the Company, and the Company shall pay for the Surrendered Securities to be repurchased pursuant to the Repurchase Option by delivery of a check or wire transfer in the aggregate amount of the Repurchase Price for such securities. (2) The Company shall be entitled to receive, and you agree to provide, customary representations and warranties from you that you are the record and beneficial owner of the Surrendered Securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations), and that you will transfer and deliver valid title to such securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations). (d) Notwithstanding anything to the contrary contained in the Plan, all repurchases of Surrendered Securities by the Company shall be subject to applicable laws and regulations and, to the extent applicable, the Company’s debt and equity financing agreements. If any of the foregoing prohibits (in the discretion of the Company) the repurchase of Surrendered Securities which are otherwise permitted or required hereunder, the time periods provided in this Section 4 (other than the time period for delivery of the notice in Section 4(a)) shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided that, notwithstanding the foregoing, in no event shall the time periods provided in this Section 4 be suspended for more than three (3) months and that the Company shall in any event have formally notified you in writing of its election to repurchase within the time period specified in Section 4(a). (e) In the event the Company delivers a Repurchase Notice to you, but does not elect to repurchase all Vested Shares that you hold, the Vested Shares you hold that the Company has not elected to repurchase in the Repurchase Notice shall no longer be subject to the Repurchase Option.

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. (b) The repurchase price (the “Repurchase Price”) for your Vested Shares to be repurchased (the “Surrendered Securities”) shall be determined as the greater of: the fair market value or the latest price paid for company shares by a third party. (1c) Within ten (10) business days after the Repurchase Price for the Surrendered Securities has been determined, the Company shall send a notice to you of the Surrendered Securities setting forth the consideration to be paid for such securities and the time and place for the closing of the transaction, which date shall not be more than twenty (20) days nor less than five (5) days after the delivery of such notice. At such closing, you shall deliver all certificates (if any exist) evidencing the Surrendered Securities to be repurchased to the Company, and the Company shall pay for the Surrendered Securities to be repurchased pursuant to the Repurchase Option by delivery of a check or wire transfer in the aggregate amount of the Repurchase Price for such securities. (21) The Company shall be entitled to receive, and you agree to provide, customary representations and warranties from you that you are the record and beneficial owner of the Surrendered Securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations), and that you will transfer and deliver valid title to such securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations). (d) Notwithstanding anything to the contrary contained in the Plan, all repurchases of Surrendered Securities by the Company shall be subject to applicable laws and regulations and, to the extent applicable, the Company’s debt and equity financing agreements. If any of the foregoing prohibits (in the discretion of the Company) the repurchase of Surrendered Securities which are otherwise permitted or required hereunder, the time periods provided in this Section 4 (other than the time period for delivery of the notice in Section 4(a)) shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided that, notwithstanding the foregoing, in no event shall the time periods provided in this Section 4 be suspended for more than three (3) months and that the Company shall in any event have formally notified you in writing of its election to repurchase within the time period specified in Section 4(a). (e) In the event the Company delivers a Repurchase Notice to you, but does not elect to repurchase all Vested Shares that you hold, the Vested Shares you hold that the Company has not elected to repurchase in the Repurchase Notice shall no longer be subject to the Repurchase Option.

Repurchase of Vested Shares. (a) Upon any In the event of the Employee's termination of your employment with or service (whether as a consultant, advisor, director for Cause or in any other capacitythe event of termination of employment by the Employee voluntarily (WHICH SHALL NOT INCLUDE DEATH OR DISABILITY) 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 disabilityGood Reason, the Company will be entitled (in its sole and absolute discretion) shall have the option, but not the obligation, to repurchase, at the Company’s election, 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): (i) The per-share repurchase price of the Vested Shares received hereunder (the “Repurchase Option”). If to be sold to the Company elects upon exercise of its option under this Section 4(a) shall be equal to exercise (A) the Repurchase Option with respect to your Vested Shares, it shall deliver written notice (Price in the “Repurchase Notice”) to you to such effect within 90 days after the occurrence event of termination of the Employee's employment for Cause and (B) the Fair Market Value per share in the event giving rise to of the Repurchase OptionEmployee's voluntary termination of his employment. (bii) The Company's option to repurchase price (the “Repurchase Price”) for your Vested Employee's Shares to be repurchased (in the “Surrendered Securities”) event of termination of employment shall be determined as valid for a period of sixty (60) days commencing with the greater of: the fair market value or the latest price paid for company shares by a third partydate of such termination of employment. (1) Within ten (10) business days after the Repurchase Price for the Surrendered Securities has been determined, the Company shall send a notice to you of the Surrendered Securities setting forth the consideration to be paid for such securities and the time and place for the closing of the transaction, which date shall not be more than twenty (20) days nor less than five (5) days after the delivery of such notice. At such closing, you shall deliver all certificates (if any exist) evidencing the Surrendered Securities to be repurchased to the Company, and the Company shall pay for the Surrendered Securities to be repurchased pursuant to the Repurchase Option by delivery of a check or wire transfer in the aggregate amount of the Repurchase Price for such securities. (2) The Company shall be entitled to receive, and you agree to provide, customary representations and warranties from you that you are the record and beneficial owner of the Surrendered Securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations), and that you will transfer and deliver valid title to such securities free and clear of any liens (other than restrictions imposed by applicable federal, provincial and securities laws and regulations). (d) Notwithstanding anything to the contrary contained in the Plan, all repurchases of Surrendered Securities by the Company shall be subject to applicable laws and regulations and, to the extent applicable, the Company’s debt and equity financing agreements. If any of the foregoing prohibits (in the discretion of the Company) the repurchase of Surrendered Securities which are otherwise permitted or required hereunder, the time periods provided in this Section 4 (other than the time period for delivery of the notice in Section 4(a)) shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so under such restrictions; provided that, notwithstanding the foregoing, in no event shall the time periods provided in this Section 4 be suspended for more than three (3) months and that the Company shall in any event have formally notified you in writing of its election to repurchase within the time period specified in Section 4(a). (eiii) In the event the Company delivers a Repurchase Notice shall be entitled to you, but does not and shall elect to exercise its option to repurchase all the Employee's Vested Shares that you holdunder this Section 4(a), the Company shall notify the Employee, or in case of death, his or her representative, in writing of its intent to repurchase the Vested Shares. Such written notice may be mailed by the Company up to and including the last day of the time period provided for in Section 4(a)(ii) for exercise of the Company's option to repurchase. (iv) The written notice to the Employee shall specify the address at, and the time and date on, which payment of the repurchase price is to be made (the "Closing"). The date specified shall not be less than ten (10) days nor more than sixty (60) days from the date of the mailing of the notice, and the Employee or his or her successor in interest with respect to the Vested Shares you hold shall have no further rights as the owner thereof from and after the date specified in the notice. At the Closing, the repurchase price shall be delivered to the Employee or his or her successor in interest and the Vested Shares being purchased, duly endorsed for transfer, shall, to the extent that they are not then in the possession of the Company, be delivered to the Company has not elected to repurchase by the Employee or his or her successor in interest. (v) If the Company's Common Stock is listed on a national securities exchange, quoted on the Nasdaq Stock Market or traded in the Repurchase Notice shall no longer be subject to over the Repurchase Option.counter market, then for