Repurchase Option Clause Samples

Repurchase Option. (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

Repurchase Option. (i) In the event of any voluntary or involuntary termination of Purchaser's employment by or consulting services to the Company (including as a result of death or disability) before all shares of the Stock are released from the Company's repurchase option under Section 2(b) below, the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of twenty-four (24) months from such date to repurchase all or any portion of the Stock which has not been released from the repurchase option described in this Section 2 (the "Repurchase Option") at the time of such termination at the original purchase price per share. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his/her executor (with a copy to the Escrow Agent described in Section 7 hereof) and, at the Company's option, (A) by delivery to Purchaser or his/her executor with such notice of a check in the amount of the aggregate repurchase price for the Stock being repurchased, (B) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company equal to the aggregate (ii) Whenever the Company shall have the right to repurchase shares of the Stock hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's repurchase rights under this Agreement and to purchase all or a part of such Stock; provided that if the aggregate fair market value of the Stock to be repurchased on the date of such designation or assignment ("Repurchase FMV") exceeds the aggregate repurchase price of the Stock to be repurchased, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate repurchase price of the Stock which such designee or assignee shall have the right to repurchase.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement as adjusted, through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of the intangible assets, deferred charges or covenants; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at fair market value all improvements, additions or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired by Business Manager pursuant to the...

Repurchase Option. In the event that Executive is no longer employed by the Company or any of its subsidiaries for any reason (the date of such termination being referred to herein as the "Termination Date"), the Executive Units, whether held by Executive or one or more Permitted Transferees, will be subject to repurchase by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option").

Repurchase Option. In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “Repurchase Option”) for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “Unvested Shares”).

Repurchase Option. If Employee ceases to be employed by the Company or any of its Subsidiaries (the “Termination” of Employee), the Unvested Units shall automatically, and without any action on the part of the Company, be forfeited and cease to exist as of the date of the Termination, and the Vested Units shall either (i) if such Termination was by the Company for subjection (iv) of the definition of Cause set forth in Section 9 herein, be, automatically, and without any action on the part of the Company, forfeited and cease to exist as of the date of the Termination (ii) if such Termination was by the Company for subjection (i), (ii) or (iii) of the definition of Cause set forth in Section 9 herein, be subject to repurchase by the Company (or its nominee) pursuant to the terms and conditions set forth in this Section 6, or (iii) if such Termination was for any reason other than a Termination by the Company for Cause, be retained by Employee.

Repurchase Option. (a) If Purchaser’s service with the Company is terminated by the Company for Cause (as defined in Section 4) or Purchaser resigns without Good Reason (as defined in Section 4) (each, a “Termination Event”) before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such Termination Event (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date, to repurchase all or any portion of the Restricted Shares (as defined below) at such time (the “Repurchase Option”) at the Repurchase Price (as defined below). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser’s executor (with a copy to the escrow agent, pursuant to the requirements of Section 3) and shall be exercisable by delivery to the Purchaser or the Purchaser’s executor with such notice of a check in the amount of the Repurchase Price for the Shares being repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have

Repurchase Option. In the event of any voluntary or involuntary termination of the Optionee’s Business Relationship with the Company for any or no reason, including by reason of death or disability, the Company shall, upon and from the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive, assignable option (the “Repurchase Option”) for a period of ninety (90) days following the termination of such Business Relationship (the “Repurchase Option Period”) to repurchase all or any portion of the Unvested Units held by the Optionee at the original purchase price per unit paid by the Optionee. Such option may be exercised by the Company by sending written notice to the Optionee, which notice shall specify the number of Unvested Units being so repurchased and which notice shall be accompanied by the Company’s check for the purchase price of those units. Upon the sending of such notice and check, the Company shall become the legal and beneficial owner of the Unvested Units being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Units being repurchased by the Company.

Repurchase Option. (i) In the event that Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (or any successor or its parent company) for any reason (the date of such termination being the “Termination Date”), the Company shall have the right (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) ...