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. (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").
(b) Upon the occurrence of a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate.
(e) The Repurchase Option shall terminate in accordance with the Vesting Schedule in Optionee's Option Agreement.
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) The Repurchase Option shall be in effect wit...
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. 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. 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 from Practice pursuant to the Contr...
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 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. 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. A. If this Agreement is terminated by the Service Provider for any reason, except death or Total Disability (as defined in Article “9” of this Agreement), or by the Company (i) for “Cause” (as defined in Article “10” of this Agreement), (ii) pursuant to Paragraph “C” of Article “4” of this Agreement, for any reason other than for “Cause”, or (iii) by reason of the Service Provider’s death or Total Disability, the Company shall, upon the date of such termination, have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Earned Shares or Unearned Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option pursuant to this Article “6” of this Agreement (such Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option are hereinafter referred to as the “Unreleased Shares”), at the price per share which is set forth in Paragraph “B” of this Article “6” of this Agreement (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Shares at any time after the termination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this Agreement; provided, however, that the Company’s Repurchase Option shall be deemed to have been exercised without requirement of further action on the part of either Party as to all Unreleased Shares at 5:00 p.m. PST on the date that is ninety (90) days after the date of termination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this Agreement, unless the Company expressly, in writing, declines to exercise its Repurchase Option with respect to any of the Shares prior to such time (such Shares being the “Released Shares”).
