Common use of Repurchase Option Clause in Contracts

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”).

Repurchase Option. A. If this Agreement is terminated by (1) In the Service Provider for any reasonevent of Employee’s Termination, except death or Total Disability (as defined in Article “9” of this Agreement)then, or by the Company (isubject to Section 2(b)(2) 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 Disabilitybelow, the Company shall, upon from such time (as determined by the date of such terminationCompany in its discretion), have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Earned Restricted Shares or Unearned Shares with respect to which that have not yet been released from the Company has not expressly declined in writing to exercise its Repurchase Option pursuant to this Article “6” of this Agreement in accordance with Section 2(c) below (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 for an aggregate purchase price equal to $1.00 (subject to appropriate adjustment in the price per event of any share which is set forth in Paragraph “B” of this Article “6” of this Agreement dividend, share split, combination or other similar recapitalization) (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 automatically exercised without requirement of further action on the part of either Party as to all Unreleased Shares at 5:00 p.m. PST on pm (Toronto time) as of the date that is ninety sixty (9060) days after following the date of termination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this AgreementEmployee’s Termination, unless the Company expresslydeclines in writing to exercise the Repurchase Option prior to such time; provided, 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 in any case where such automatic exercise would result in a violation of applicable law. The Repurchase Option shall once again be automatically exercised as soon as a violation of applicable law would not result from its exercise unless the Company declines in writing to exercise the Repurchase Option prior to such time. (2) If the Repurchase Option is exercised or deemed exercised, the Company shall deliver payment ‎to Subscriber by any of the following methods, in writingthe Company’s sole ‎discretion: (i) delivering to ‎Subscriber a cheque in the amount of the Repurchase Price, declines (ii) cancelling an amount of ‎Subscriber indebtedness to exercise its the Company equal to the Repurchase Price, (iii) any combination of ‎‎(i) or (ii) such that the combined payment and cancellation of indebtedness equals the aggregate ‎Repurchase Price. (3) In the event that the Repurchase Option with respect is exercised or deemed exercised, the sole right ‎and remedy of Employee thereafter shall be to receive the Repurchase Price, and ‎in no case shall Employee have any claim of ownership as to any of the Shares prior to such time (such Shares Unreleased ‎Shares being purchased as a result of the “Released Shares”).exercise or deemed exercise of the Repurchase ‎Option.‎

Repurchase Option. A. If this Agreement is terminated (a) 100% of the Shares that are held by the Service Provider for Founders directly and indirectly in the Company shall be subject to the Repurchase Option (as defined herein) (“Repurchase Option Shares”). (b) In the event that (A) a Founder (i) voluntarily resigns or otherwise terminates his employment with the Group Companies at any reason, except death or Total Disability time before the 4th anniversary of the Series B Closing Date (as defined in Article “9” of this the Series B Share Purchase Agreement), ; or by the Company (i) for “Cause” (as defined in Article “10” of this Agreement), (ii) pursuant fails, during the course of his/her employment with the Group Companies, to Paragraph “C” devote the whole of Article “4” his/her time and attention to the business of this Agreement, for the Group or to use his/her best endeavors to develop the business and interests of the Group; (iii) is concerned during the course of his/her employment (without the prior written consent of the Company) with any reason (competitive or other) business other than for “Cause”that of the Group Companies; or (iv) breaches his/her contract of employment or any other obligation to the Group Companies, or (iiiB) by reason a Founder breaches his/her non-competition and confidentiality obligations to the Group Companies at any time before the 2nd anniversary of the Service Provider’s death or Total Disabilitydate on which such Founder ceases his/her employment with the Group Companies (each a “Repurchase Event”), the Company shall, shall upon the date of the occurrence of a Repurchase Event (each such termination, date referred to herein as a “Repurchase Event Date”) have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) to repurchase all or any Earned Shares or Unearned Shares with respect to which portion of the Company has not expressly declined in writing to exercise its Repurchase Option pursuant to this Article “6” Shares held by such Founder either directly or indirectly as of this Agreement (such Shares with respect to the Repurchase Event Date which have not yet been released from the Company has not expressly declined in writing to exercise its Company’s Repurchase Option are hereinafter referred to as the “Unreleased Shares”), at the a purchase price per share which is set forth in Paragraph equal to the par value of each Share of US$0.0005 (adjusted for any stock splits, stock dividends and the like) (the “B” Share Repurchase Price”). (c) Upon occurrence of this Article “6” of this Agreement a Repurchase Event, the Company shall exercise the Repurchase Option by written notice within 120 days (the “Repurchase Period”) following the Repurchase Event Date to the relevant Founder and Founding Shareholder. The Repurchase Option shall be exercised, at the Company’s option upon approval of the Majority Holders, by (A) delivery to the Founder and/or Founding Shareholder with such notice of a check in the amount of the Share Repurchase Price for the Repurchase Option Shares being purchased, or (B) cancellation of indebtedness equal to the Share Repurchase Price for the Repurchase Option Shares being repurchased, or (C) a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such Share Repurchase Price”). Upon delivery of such notice and payment of the Share Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Repurchase Option 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 Repurchase Option Shares being repurchased by the Company, and pursuant to the Memorandum and Articles of the Company, without further action by the Founding Shareholders. The Company may exercise shall revise its register of members to reflect such repurchase and cancel the portion of the repurchased Repurchase Option Shares held by the relevant Founder and/or Founding Shareholder, within 120 days following the Repurchase Event Date. (d) The Repurchase Option Shares shall be released from the Repurchase Option as to any or all follows: (i) 25% of the Repurchase Option Shares at any time after shall be released from the termination Repurchase Option on the first anniversary of this Agreement pursuant to this Paragraph “A” the Series B Closing, 25% of this Article “6” the Repurchase Option Shares shall be released from the Repurchase Option on the second anniversary of this Agreementthe Series B Closing, 25% of the Repurchase Option Shares shall be released from the Repurchase Option on the third anniversary of the Series B Closing and the remaining Repurchase Option Shares shall be released on the fourth anniversary of the Series B Closing; provided, however, that upon occurrence of a Repurchase Event, the release from the Repurchase Option shall immediately cease as of such Repurchase Event Date, and the corresponding Repurchase Option Shares held by such Founder directly or indirectly which have not been released from the Repurchase Option shall be subject to immediate repurchase as provided for in this Section 8.20. Fractional shares shall be rounded to the nearest whole share. (e) In the event that the Repurchase Option is exercised as provided herein, the Founder, the Founding Shareholder and the Company shall use their best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for repurchase of the Shares in compliance with applicable laws and regulations, and the Founder and the Founding Shareholder will cooperate fully with the Company in promptly seeking to obtain all such authorizations, consents, orders and approvals. (f) If the Company fails to exercise the Repurchase Option for any reason, the Preferred Holders shall have the right (the “Holder Purchase Right”) to purchase the Repurchase Option Shares within sixty (60) days from the expiration of the Repurchase Period in accordance with the provisions of this Section on the pro rata basis or otherwise agreed by the Preferred Holders, and on the same terms and for the same price as the Company’s Repurchase Option. (g) Notwithstanding the foregoing, all of the Repurchase Option Shares shall no longer be subject to the Repurchase Option and/or the Holder Purchase Right and all of the unreleased Repurchase Option Shares shall be deemed to have been exercised without requirement released (i) immediately before, and subject to, the closing of further action on an initial public offering of the part Company; (ii) immediately before, and subject to, the closing 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 acquisition of termination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this Agreement, unless the Company expresslyby another entity by means of any transaction or a series of related transactions (including, in writingwithout limitation, declines to exercise its Repurchase Option with respect to any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Shares prior to such time (such Shares being Company or tax purpose), immediately after which the “Released Shares”)Founders own less than 50% of the Company’s voting power in aggregate, or the sale of a majority of the outstanding voting securities of the Company.

Repurchase Option. A. If (a) All of the Shares shall be subject to the right of the Company to repurchase the Shares ("Repurchase Option") as set forth in this Agreement is terminated Section 2. In the event the Purchaser shall cease to be employed by the Service Provider Company, including a parent or subsidiary of the Company, for any reason, except death with or Total Disability without cause, including involuntary termination, death, or temporary or permanent disability (a "Termination"), the Repurchase Option shall come into effect. Following a Termination, the Company shall have the right, as defined provided in Article “9” subsection (c) of this AgreementSection 2, to repurchase from the Purchaser or his successor, as the case may be, at the purchase price per share originally paid as set forth in Section 1 ("Option Price"), that fraction of the Shares, the numerator of which shall be a number equal to 48 minus the total number of full calendar months elapsed from __________,19 (the "Commencement Date"), and the denominator of which shall be 48. (b) The consolidation or merger of the Company with another corporation or the sale by this Company of all or substantially all of its assets shall have no effect upon the right or ability of the Company or such successor corporation to exercise any rights provided in this Agreement. (c) Within 90 days following a Termination, the Company may exercise the Repurchase Option by written notice delivered or mailed as provided in Section 14 (with a copy to the Escrow Agent referred to in Section 7). At the Company's option, the Option Price for the Shares repurchased may be paid (i) by delivery with such notice of a check to the Purchaser or his executor in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company (i) of an amount of the Purchaser's indebtedness to the Company equal to the purchase price 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”the Shares being repurchased, or (iii) by reason a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and payment of the Service Provider’s death or Total Disabilityrepurchase price, the Company shallShares being repurchased and all rights and interests therein shall be canceled, upon and the date of such termination, have an irrevocable, exclusive option to repurchase (Purchaser shall no longer be considered 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 owner of the Shares at repurchased for record or 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”)other purposes.

Repurchase Option. A. If this Agreement is terminated by In the event the Purchaser ceases to be an employee, consultant, advisor, or officer of the Company (a "Service Provider Provider") for any or no reason, except including, without limitation, by reason of Purchaser's death or Total Disability disability (as defined in Article “9” Section 22(e)(3) of this Agreementthe Internal Revenue Code of 1986, as amended (the "Code"), or by the Company (i) for “Cause” (as defined in Article “10” of this Agreement"Disability"), (ii) pursuant to Paragraph “C” of Article “4” of this Agreement, for any reason other than for “Cause”, resignation or (iii) by reason of the Service Provider’s death or Total Disabilitytermination, the Company shall, upon from such time (as determined by the date of such terminationCompany in its discretion), have an irrevocable, exclusive option to repurchase (the “"Repurchase Option”") any Earned Shares or Unearned Shares with respect to which have not yet been released from 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 a price per share which is set forth in Paragraph “B” of this Article “6” of this Agreement equal to the Purchase Price (the “"Repurchase Price”"). The Company may exercise its Repurchase Option as to any or all of the Unreleased Shares at any time after the termination of this Agreement pursuant Purchaser ceases to this Paragraph “A” of this Article “6” of this Agreementbe a Service Provider; 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 party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. PST on p.m (Pacific Time) as of the date that is ninety (90) 60 days after following the date of termination of this Agreement pursuant Purchaser ceases to this Paragraph “A” of this Article “6” of this Agreementbe a Service Provider, unless the Company expressly, declines in writing, declines writing to exercise its Repurchase Option prior to such time; and 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 in any case where such automatic exercise would result in a violation of applicable taw by reason of the Company having insufficient assets to meet its obligations or otherwise, including, without limitation, a violation of any provision of Sections 500 through 505 of the California Corporations Code and Section 160 of the Delaware General Corporation Law. 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. B. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser in writing within 60 days of the date Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or deemed exercised, within 60 days of the date Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with respect a copy to the Escrow Agent (as defined in Section 8 hereof), by any of the following methods, in the Company's sole discretion: (i) delivering to the Purchaser or the Purchaser's executor a bank or certified check in the amount of the aggregate Repurchase Price, (ii) canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, provided, however, that Purchaser does not contest the amount of said indebtedness, or (iii) any combination of (i) and (ii) such that the combined payment and cancellation of agreed upon indebtedness equals the aggregate Repurchase Price. C. In the event that the Repurchase Option is exercised or deemed exercised and the Company fails to deliver the aggregate Repurchase Price to the Purchaser, the sole right and remedy of the Purchaser thereafter shall be to receive the Repurchase Price, and in no case shall the Purchaser have any claim of ownership as to any of the Shares prior Unreleased Shares. D. The Company in its sole discretion may assign all or part of the Repurchase Option to such time (such Shares being one or more employees, officers, directors or stockholders of the “Released Shares”)Company or other persons or organizations.

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 '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 '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”").

Repurchase Option. A. If this Agreement is terminated by (a) The Shares (the Service Provider for any reason, except death or Total Disability (as defined in Article “9” Repurchase Shares”) shall be subject to the right and option 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 such Repurchase Shares (the “Repurchase Option”) any Earned Shares as set forth in this Section 1. In the event (i) the Holder shall voluntarily terminate Holder’s position as a director or Unearned Shares with respect to which executive officer of the Company or otherwise no longer is performing services at the direction of the Company’s Board of Directors, the Company’s Chief Executive Officer, or their successors and assigns, whether as (y) an employee or director or (z) as an advisor or consultant; provided, that if such services are provided as an advisor or consultant, the Holder has not expressly declined in writing to exercise its Repurchase Option pursuant to this Article “6” of this Agreement (such Shares entered into a written consulting agreement with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option are hereinafter referred to such form as authorized by the Board of Directors or Chief Executive Officer of the Company, or (ii) if then employed by the Company, the Company shall terminate the Holder’s employment for any reason (each a “Unreleased SharesTermination”), the Repurchase Option shall come into effect. (b) Following a Termination, the Company shall have the right, as provided in subsection (c) hereof, to purchase from the Holder or his personal representative, as the case may be, the Repurchase Shares at the a price of $.01 per share which is set forth in Paragraph “B” of this Article “6” of this Agreement (the “Repurchase Option 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 such Repurchase Option shall be deemed to have been exercised without requirement of further action on the part of either Party lapse as to [1/48] of the Repurchase Shares as of the last day of each month following [Date], beginning with [Date]; provided further, that in no event shall any fractional share vest, but instead, all Unreleased Shares at 5:00 p.m. PST on share calculations made for purposes of the date that is ninety (90vesting provisions set forth in this Section 1(b) days after shall be rounded up or down to the date of termination nearest whole share, and such rounded shares shall vest pursuant to the terms of this Agreement pursuant to this Paragraph “A” of this Article “6” of this AgreementSection 1(b). Notwithstanding the foregoing, 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”).the