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 Unvested 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). (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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Cisco Systems Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaserthe Shareholder'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 sixty (60) days from ----------------- such date to repurchase all or any portion of the Unvested Shares held by Purchaser the Shareholder 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 of such Shares (adjusted for any share exchanges, 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 such Shares from causing other capital stock of the Company to lose its status as "qualified 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 the Shareholder or Purchaserthe Shareholder's executor and, at the Company's option, (A) by delivery to Purchaser the Shareholder or Purchaserthe Shareholder'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 the Shareholder 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 accordance with the ways described aboveforegoing, 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 Purchaserthe Shareholder.
(iii) One hundred percent (100%) 795,625 of the Unvested Shares (the "Vesting Shares") shall -------------- initially be subject to the Repurchase Option. The Unvested 1/36th of the Vesting Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule set forth in the Notice of Stock Option Grant Effective Date, until all Vesting Shares are released from the Repurchase OptionOption (provided in each case that the Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Stock Restriction Agreement (Moai Technologies Inc)
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 Unvested 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).
(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) One hundred percent (100%) % of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested One-fourth (1/4th) of the total number of Shares shall be released from the Repurchase Option in accordance with on the twelve-month anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option Grant each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (i) In the event of the voluntary that Purchaser shall at any time cease to have an employment, consulting or involuntary termination of Purchaser's employment or consulting other service relationship with the Company (or any successor or its parent company) for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (being the "Termination Date") ), the Company shall have an irrevocable, exclusive option the right (the "Repurchase Option") ), for a period of 60 90 days from such date Termination Date (the "Option Period"), to repurchase any or all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which Units that have not yet been released from the Company's Repurchase Option pursuant to Section 3(b) (the "Unvested Units") at the original purchase a repurchase price of $0.0001 per Share specified Unit in Section 1 cash (adjusted subject to adjustment for any stock splitsunit split or similar event) (the "Repurchase Price"). The Company may exercise its Repurchase Option as to any or all of the Unvested Units at any time during the Option Period by written notice to Purchaser; provided, stock dividends 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 Units 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, and the like)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) The 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 be exercised by thereupon terminate as to any Unvested Units 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 Units being repurchased by written notice to Purchaser or Purchaser's executor and, at any of the Company's option, following methods: (A) by delivery delivering 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 aggregate Repurchase Price; (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness of Purchaser to the Company equal to the purchase price for the Shares being repurchased, aggregate Repurchase Price; or (C) by a any combination of (A) and (B) so such that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares Unvested Units being repurchased and all related rights and interest therein or related theretointerests therein, and the Company shall have the right to retain and transfer to its own name the number of Shares Unvested Units being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) If the Company neither notifies Purchaser prior to the end of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all Period of the Company's assets or a merger decision not to exercise its Repurchase Option nor delivers payment of the Company with aggregate Repurchase Price to Purchaser within five (5) business days after the actual or into another corporation, deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)), then the sole remedy of Purchaser thereafter shall terminate automatically be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Units deemed repurchased, and the Shares subject in no case shall Purchaser have any claim of ownership as to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary any of such successor corporation in which case Unvested Units. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall continue be the right to lapse in accordance with receive and retain the Vesting Schedule set forth in Unvested Units as to which the Notice of Stock Repurchase Option Grantwas terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (BeautyKind Holdings, Inc.)
Repurchase Option. Pursuant to this Agreement, One Million Five ----------------- Hundred Thousand (i1,500,000) shares of Common Stock of the Company owned by Founder (the "Stock") shall be subject to the repurchase option of the Company set forth below ("Purchase Option"):
(a) In the event that either (i) the Founder voluntarily ceases to be an employee of the voluntary or involuntary termination of Purchaser's employment or consulting relationship associated 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 Unvested 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).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor andFounder is terminated for Cause (as defined below), 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 then the Company shall have the right at any time within sixty (60) days after such cessation to transfer exercise its option to its own name repurchase from the Founder or his personal representative, as the case may be, at the Founder's cost, up to but not exceeding the number of Shares being repurchased by shares of stock which have not vested under the provisions of subsection (b) below. Engagement of the Founder solely as a director, consultant or advisor to the Company shall not be deemed as cessation of employment or association with the Company. As used herein, without further action by Purchaseremployment with the Company shall include employment with a "parent" or "subsidiary" of the Company as those terms are defined in Sections 424(e) and (f) of the Internal Revenue Code of 1986, as amended.
(iiib) One hundred percent (100%) The Company may exercise its Purchase Option as to the maximum portion of the Unvested Shares Stock specified in the following table: If employment ceases: Stock subject to Purchase Option: --------------------- --------------------------------- ------------------------------------------------------------------------------------------- At the Effective Date 750,000 shares ------------------------------------------------------------------------------------------- From the Effective Date until thirty (30) 750,000 minus (25,000 multiplied by number ----- ---------- months after the Effective Date of full months since the Effective Date) ------------------------------------------------------------------------------------------- Thereafter None -------------------------------------------------------------------------------------------
(c) The Purchase Option shall initially be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 11. Such notice shall identify the number of shares to be purchased and shall notify the Founder of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within ninety (90) days from the date of cessation of employment or association.
(d) The Founder shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Stock or any interest therein subject to the Repurchase OptionPurchase Option without the prior express written consent of the issuer of the shares. The Unvested Shares parties agree to execute and deliver such further instruments and agreements and take such further actions as may reasonably be necessary to carry out the intent of this Agreement.
(e) The Company shall not be released from required (i) to transfer on its books any shares of Stock of the Repurchase Option Company which shall have been transferred in accordance with violation of any of the Vesting Schedule provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional right to vote as such owner or to pay dividends to any transferee to whom such shares shall be rounded to the nearest whole sharehave been so transferred.
(ivf) In the event The Founder shall exercise all rights and privileges of a proposed sale shareholder of all the Company with respect to the Stock.
(g) This Section 7 shall terminate upon the exercise in full or substantially all expiration of the Purchase Option or the closing of a firm commitment underwritten public offering of the Company's assets or a merger common stock pursuant to an effective registration statement under the Securities Act of the Company with or into another corporation1933, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in fullas amended, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantwhichever first occurs.
Appears in 1 contract
Repurchase Option. (i) In Subject to the event provisions of Section 3.2 below, if Holder ceases to be a Service Provider before all of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with Shares are released from the Company for any reason Company’s Repurchase Option (including death or disabilityas defined below), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date") Company), have an irrevocable, exclusive option (option, but not the "Repurchase Option") obligation, for a period of 60 sixty (60) days, commencing ninety (90) days from such after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Unvested Unreleased Shares held by Purchaser (as of defined below in Section 3.3) at such time (the Termination Date which have not yet been released from the Company's “Repurchase Option Option”) at the original cash purchase price per Share specified in Section 1 share (adjusted for any stock splits, stock dividends the “Repurchase Price”). The Repurchase Option shall lapse and the like).
terminate one hundred fifty (ii150) days after Holder ceases to be a Service Provider. The Repurchase Option shall be exercised exercisable by the Company by written notice to Purchaser Holder or Purchaser's Holder’s executor and(with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company's ’s option, (A) by delivery to Purchaser Holder or Purchaser's Holder’s executor with such notice of a check in the amount of the purchase price for Repurchase Price times the number of Shares being purchased, or to be repurchased (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“Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the purchase price in any of the ways described aboveAggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all the Company repurchases any Shares under this Section 3.1, any dividends or substantially all of other distributions paid on such Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Tessera Technologies Inc)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting ’s relationship with the Company (or a parent or subsidiary of the Company) terminates for any reason (including death or disability), with or without causefor no reason, such that after such termination Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (a “Service Provider”), then the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive irrevocable option (the "“Repurchase Option") ”), for a period of 60 ninety (90) days from such date after said termination to repurchase all from Purchaser or any portion Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Unvested 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).
(ii) The Repurchase Option shall be exercised extended to such longer period (1) as may be agreed to by the Company by written notice to Purchaser or and the 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 (B2) in as needed to ensure the event Purchaser is indebted to the Company, by cancellation stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or Code (C) by a combination of (A) and (B) so as defined below). Purchaser hereby acknowledges that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of Company has no obligation, either now or in the purchase price in future, to repurchase any of the ways described aboveshares of Common Stock, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein whether vested or related theretounvested, 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 Purchaserat any time.
(iiib) One hundred percent Million Six Hundred and Fifty Thousand (100%1,650,000) shares of the Unvested Shares Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option. The Unvested One-sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option in accordance with on a quarterly basis measured from the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are the Stock is released from the Repurchase Option. Fractional shares shall be rounded to Option (provided in each case that Purchaser remains a Service Provider as of the nearest whole sharedate of such release).
(ivc) In the event of a proposed Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company's assets ; or (B) a merger merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company with is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or into another otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed sale by the successor corporation or a parent or subsidiary Company of such successor corporation stock in transactions the primary purpose of which case is to raise capital for the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantCompany’s operations and activities.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Verastem, Inc.)
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 Unvested 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 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8th of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and 1/48th of the total number of Shares shall be release from the Repurchase Option Grant at the end of each month thereafter, until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release); provided, however, that in the event that the Company ----------------- is merged or acquired or substantially all of the Company's assets are sold in a transaction in which the Company's shareholders immediately prior to such transaction hold less than 50% of the outstanding capital stock of the surviving entity immediately after such transaction, all of the Shares will be released from such Repurchase Option. Notwithstanding anything herein to the contrary, in the event that during the term of the Employment Agreement between the Company and the Purchaser dated June 26, 1997 (the "Employment Agreement"), -------------------- Purchaser's employment with the Company is terminated pursuant to an Involuntary Termination (as defined in the Employment Agreement) such Repurchase Option shall immediately lapse on the date of such Involuntary Termination with respect to 1/4th of the Shares, in addition to any Shares which have already been released from such Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
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 the effective date of such date termination (the "Termination Date") to repurchase all ail or any portion of the Unvested 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).
(ii) The Repurchase Option shall be exercised by the Company by written notice to the 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 the Purchaser.
(iii) One hundred percent (100%) % of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): twenty (20%) percent of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on August 1, 1999 and one sixtieth (1/60th) of the Vesting Schedule set forth in Shares shall be released from the Notice repurchase option at the end of Stock Option Grant each month thereafter until all Shares are released from the Repurchase Optionrepurchase option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
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’s Termination, 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 90 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's ’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). In addition, the event of a Purchaser’s Termination for “Cause” as provided in Section 9.4 of the Plan, the Company shall have an irrevocable exclusive option to repurchase any Shares purchased after the first event constituting “Cause”.
(ii) The Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor andof the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Company's option, Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling 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 In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveShares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have 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) One hundred percent (100%) All of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Provided that Purchaser remains continuously employed (or continues to provide services to the Company as a consultant), 37,500 of the total number of Shares shall be released from the Repurchase Option in accordance with on the first anniversary of the Vesting Schedule Commencement Date (as set forth on the signature page of this Agreement), an additional 18,750 Shares on each of the end of eighteen months after the Vesting Commencement Date and the second anniversary of the Vesting Commencement Date and an additional 12,500 Shares on each of the end of thirty months after the Vesting Commencement Date and the third anniversary of the Vesting Commencement Date so that all 100,000 Shares shall be released from the Repurchase Option on the Fully Vested Date (as set forth on the signature page of this Agreement).
(iv) Notwithstanding the foregoing, in the Notice event of Stock Option Grant until a Change of Control Termination (as defined below in Section 8(g)), all Shares are shall be released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Employment Agreement (Embarcadero Technologies Inc)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company If Purchaser ceases to be a Service Provider for any reason (reason, including death or disability), with or without for 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 Unvested 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).
(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 theretodeath, and disability, the Company shall have the right and option to transfer purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date on which Purchaser ceases to be a Service Provider at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”).
(b) The Company may exercise its own name Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the number case may be), within ninety (90) days of the date on which Purchaser ceases to be a Service Provider, 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 repurchased 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, without further action by Purchaserdate of closing, and waiving the closing at the Company’s office.
(iiid) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the date on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate.
(e) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares Shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with that Executive ceases to be employed by the Company and its Subsidiaries for any reason (including death or disabilitythe "SEPARATION"), with the Executive Stock (whether held by Executive or without causeone or more of Executive's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Company shall upon Investors and Xxx X. Xxxxx ("Bajaj") pursuant to the date of such termination terms and conditions set forth in this Section 3(a) (the "Termination DateREPURCHASE OPTION") have an irrevocable). A percentage of the Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, exclusive option calculated in accordance with the following schedule (the "Repurchase OptionORIGINAL COST SHARES"): PERCENTAGE OF EXECUTIVE STOCK DATE TO BE REPURCHASED AT ORIGINAL COST ---- ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement __% Date immediately following 1st Anniversary of this Agreement until __% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until __% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until __% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and __% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES").
(b) for a period of 60 days from such date The Company may elect to repurchase purchase all or any portion of the Unvested Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Purchaser as Executive at the time of delivery of the Termination Date Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which have not yet been released the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the Company's Repurchase Option other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the like)other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(iic) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall be exercised take place on the date designated by the Company by written in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to Purchaser or Purchaser's executor andbe delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at the Company's its option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Shares being purchasedExecutive Stock purchased by it by a check or wire transfer of funds. The Company, or the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(Be) in the event Purchaser is indebted Notwithstanding anything to the Companycontrary contained in this Agreement, by cancellation all repurchases of Executive Stock 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth applicable restrictions contained in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of Delaware General Corporation Law and in the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.its Subsidiaries'
Appears in 1 contract
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's Executive’s employment or consulting relationship with the Company is terminated (the “Termination”) for any reason, the Option Shares (whether held by the Executive or one or more of the Executive’s transferees) will be subject to repurchase by Buyer and BRS (or its designee) pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”); provided, that such repurchase shall, in the event the Termination is by reason of (i) the Executive deciding to retire on or after the fifth anniversary of the date hereof, of which decision the Executive shall have delivered a notice in writing signed by the Executive to the Company, (ii) the Executive’s death, or (iii) the Executive’s Disability, be subject to the Executive’s or his estate’s, as applicable, consent.
(b) Subject to the following sentence, the purchase price for each of the Option Shares will be the Fair Value for such share. In the event the Termination is by the Company for Cause or, prior to the fifth year anniversary of the date hereof, as a result of the Executive’s voluntary resignation other than within ninety (90) days of a Good Reason Event, the purchase price for each of the Option Shares shall be the lower of (x) the Original Cost of such share and (y) the Fair Value for such share; provided, that, notwithstanding anything to the contrary in this Agreement, if BRS (A) purchases any Option Share pursuant to this Section 2 at the Original Cost of such share, and (B) continues to hold such share in excess of 365 days, then BRS shall
(I) transfer such share to either the Buyer or one or more employees of the Company, and (II) not receive any consideration in such transfer that exceeds the Original Cost in such share.
(c) Buyer may elect to purchase all or any of the Option Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Option Shares within two hundred forty (240) days after the Termination. The Repurchase Notice will set forth the number of the Option Shares to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of such transaction. The number of shares to be repurchased by Buyer shall first be satisfied to the extent possible from the Option Shares held by the Executive at the time of delivery of the Repurchase Notice. If the number of the Option Shares then held by the Executive is less than the total number of the Option Shares Buyer has elected to purchase, Buyer shall purchase the remaining Option Shares elected to be purchased from the other holder(s) of Option Shares under this Agreement, pro rata according to the number of the Option 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).
(d) If for any reason Buyer does not elect to purchase all of the Option Shares pursuant to the Repurchase Option, BRS (including death or disabilityits designee) shall be entitled to exercise the Repurchase Option for all or any of the Option Shares that Buyer has not elected to purchase (the “Available Shares”), with or without cause. As soon as practicable after Buyer has determined that there will be Available Shares but in any event within one hundred eighty (180) days after the Termination, the Company shall upon the date of such termination give written notice (the "Termination Date"“Option Notice”) have an irrevocable, exclusive option to BRS (or its designee) setting forth the "Repurchase Option") for a period number of 60 days from such date to repurchase all or any portion of the Unvested Available 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).
(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 such Available Shares. BRS (or its designee) may elect to purchase all or a portion of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by Buyer. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Buyer shall notify the Executive as to the number of Available Shares being purchased, purchased from the Executive by BRS (or its designee) (B) in the event Purchaser is indebted “Supplemental Repurchase Notice”). At the time Buyer delivers the Supplemental Repurchase Notice to the CompanyExecutive, by cancellation by Buyer shall also deliver a written notice to BRS (or its designee) setting forth the Company number of an amount Available Shares which BRS (or its designee) is entitled to purchase, the aggregate purchase price and the time and place of the closing of such indebtedness equal to the purchase price for the Shares being repurchased, or transaction.
(Ce) 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 The closing of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Option Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right pursuant to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and take place on the Shares subject to those terminated rights date designated by Buyer in the Repurchase Notice or Supplemental Repurchase Notice, which date shall immediately vest in full, except to not be later than the extent 60th day after the Agreement is assumed by delivery of the successor corporation or a parent or subsidiary later of such successor corporation in which case notices to be delivered (or, if later, the 15th day after the Fair Value is finally determined) nor earlier than the fifth day after such delivery. Buyer and/or BRS (or its designee) will pay for the Option Shares to be purchased pursuant to the Repurchase Option by delivery of a certified or cashier’s check or wire transfer of funds. The purchasers of the Option Shares hereunder will be entitled to receive customary representations and warranties from the sellers as to title, authority and capacity to sell and to require all sellers’ signatures to be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Option Shares by Buyer and/or BRS shall continue be subject to lapse in accordance with the Vesting Schedule set forth applicable restrictions contained in the Notice Delaware General Corporation Law and in Buyer’s, the Company’s and its Subsidiaries’ debt and equity financing agreements that are in effect as of Stock Option Grantthe date of the closing of such repurchases.
Appears in 1 contract
Repurchase Option. (i) In the event of Purchaser ceases to be "employed ----------------- by the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company Company" (as defined herein) for any reason (including death or disability)reason, with or without causecause (including death, disability or voluntary resignation), the Company shall shall, upon the date of such termination (the "Termination Date") termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 90 days from such termination date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date such date which have not yet been released from the Company's Repurchase Option repurchase option at the original purchase price per Share specified in Section 1 (adjusted for 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any stock splitsdispute as to whether Purchaser is employed by the Company, stock dividends the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the like).
(ii) effective date on which Purchaser's employment terminated. The Repurchase Option option shall be exercised by the Company by written notice to Purchaser or Purchaser's his executor and, at the Company's option, (Ai) by delivery to the Purchaser or Purchaser's his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (Bii) in the event the 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 (Ciii) by a combination of (Ai) and (Bii) 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) . One hundred percent (100%) of the Unvested Shares purchased by Purchaser shall initially be subject to the Repurchase OptionCompany's repurchase option as set forth above. The Unvested Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the Repurchase Option in accordance with repurchase option on the first anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Optionrepurchase option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Pilot Network Services Inc)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of PurchaserExecutive's employment or consulting relationship with the Company for any reason (including death or disabilitya "Termination"), with the Executive Stock (whether held by Executive or without causeone or more of Executive's transferees, other than any Investor or the Company) will be subject to repurchase by the Company shall upon and the date of such termination Investors pursuant to the terms and conditions set forth in this section 15 (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Repurchaser Option").
(b) In the event of a repurchase of the Executive Stock, the purchase price for a period each share of 60 days from Executive stock will be Fair Market Value of such date share; provided that in the event Executive's employment with the Company is terminated with Cause, the purchase price for each share of Executive Stock shall be lesser of the Original Cost or the Fair Market Value of such share.
(c) The Company may elect to repurchase purchase all or any portion of the Unvested Shares Executive Stock by delivering written notice (the "Repurchaser Notice") to the holder or holders of the Executive Stock. The Repurchaser Notice will set firth the number of shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Stock held by Purchaser as the Executive at the time of delivery of the Termination Date Repurchaser Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which have not yet been released the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the Company's Repurchase Option other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends and determined as nearly as practicable to the likenearest share).
(d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for the Executive Stock that the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares and the purchase price for the Available Shares. The Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If more than one Investor elects to purchase any or all Available Shares and the number of Available Shares is less then the aggregate number of shares elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lessor of (i) the number of Available Shares such Investor has elected to purchase as indicated in the Election Notice or (ii) the number if Available Shares obtained by multiplying the number of shares specified in the Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares in Common Stock (on a fully-diluted basis) held by all electing Investors. In the event of all Available Shares are not purchased by the Investors pursuant to the immediately preceding sentence, the Available Shares remaining to be purchased shall be allocated among the Investors who elect to purchase more Available Share (as indicated in their respective Election Notices) then they are entitled to purchase pursuant to the immediately preceding sentence as the Investors shall agree in writing. As soon as practicable, and in any event within ten days. After the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number if shares being purchased from such holder by the Investors (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors setting forth the number of shares such Investor is entitled to purchase, the aggregate purchase price and the time of the closing of the transaction.
(e) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall be exercised take place on the date designated by the Company by written in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more one month nor less than five days after the delivery of the later of either such notice to Purchaser be delivered. The Company and/or the Investors shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of, in case of any Investor, a check or Purchaser's executor andwire transfer of funds and in the case of a purchase by the Company of Executive Stock, at the Company's its option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check or wire transfer of funds, (B) a subordinate note or notes payable in up to three equal annual installments (or as otherwise agreed by the Company and Executive) beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time or (c) both (A) and (B), in the aggregate amount of the purchase price for such shares; provided that the Shares being purchased, Company shall use reasonable efforts to make all such repurchases in full with a check or (B) in the event Purchaser is indebted to the Company, by cancellation wire transfer of funds. Any notes issued by the Company of an amount pursuant to this Section 15 shall be subject to any restrictive covenants to which such issuer is subject at the time of such indebtedness equal to purchase. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under the Shares being repurchasedExecutive Note issued to the Company hereunder and any other bona fide debts owed by the Executive to the Company. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signature be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the California General Corporation Law and in the Company's and its Subsidiaries debt and equality financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled 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 aboverequired to make, the Company shall become the legal and beneficial owner may make such repurchases as soon as it is permitted to do so under such restrictions.
(g) The right of the Shares being repurchased and all rights and interest therein or related thereto, Company and the Company Investors to repurchase the Executive Stock pursuant to this Section 15 shall have the right to transfer to its own name the number terminate upon a Sale of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%a Transfer pursuant to the participation rights set forth in paragraph 2(d) of the Unvested Shares shall initially be subject to Shareholders Agreement (as defined below), upon the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event consummation of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantPublic Offering.
Appears in 1 contract
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment Service by Purchaser or consulting relationship with the Company for any reason (including death or disability)reason, 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 90 days from such date to repurchase all or any portion of the Unvested 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 repurchase price of $0.17 per Share specified share, appropriately adjusted in Section 1 (adjusted for any the event of a stock splitsdividend, stock dividends and split, recapitalization, combination of shares or similar event occurring subsequent to the like)date of this Agreement.
(ii) The Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Unvested Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Unvested 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, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveUnvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ia) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not (A) pay the principal amount of $500,000 when due pursuant to the terms of the voluntary Acquisition Note subject to any cure period or involuntary termination (B) pay the principal amount of Purchaser's employment or consulting relationship with $1,000,000 (subject to adjustment pursuant to Section 4.7, below) when due pursuant to 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 terms of the Unvested 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 Five Year Note subject to any stock splits, stock dividends and the like).cure period; or
(ii) during a two (2) year period following the Closing Date, YA Global Investments, LP (f/k/a Cornell Capital Partners, LLP) and/or Mxxxxxxxxx Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Stock held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in a filing with the Securities and Exchange Commission (the “SEC”) 15% or more of the then issued and outstanding shares of the Purchaser’s Common Stock; or
(iii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note and Five Year Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 30 days following the first occurrence of an event set forth above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Stockholder shall exercise his Repurchase Option by the Company by delivering written notice to the Purchaser and the Company on or Purchaser's executor and, at before the Company's option, expiration of the Repurchase Option Exercise Period (Athe “Repurchase Option Notice”) by delivery to Purchaser or Purchaser's executor together with such notice of (i) a check or checks in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted equal to the Company, by Repurchase Consideration and (ii) the original common stock purchase warrant representing the Warrant Consideration for cancellation by the Company of an amount of such indebtedness equal Purchaser. A closing with regard 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 Stockholder’s exercise of the purchase price in any Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the ways described above, Repurchase Option Notice and Repurchase Consideration from the Company shall become Stockholder (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“Repurchase Option Closing”).
(iiib) One hundred percent (100%) of In the Unvested Shares shall initially be subject to event the Repurchase Option. The Unvested Shares shall be released from Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Vesting Schedule set forth in Stockholder shall have a right to retain the Notice of Stock Option Grant until all Shares are released from Warrant issued to Stockholder pursuant to Section 1.2; and
(ii) the Repurchase Option. Fractional shares Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Five Year Note shall terminate and such promissory notes shall be rounded delivered to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, Purchaser at the Repurchase Option shall terminate automatically Closing for cancellation and the Shares subject to those terminated rights shall immediately vest in fullStockholder shall, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Five Year Note; and
(iii) the Purchaser shall continue have no further liability or obligation to lapse in accordance with the Vesting Schedule set forth in Stockholder or the Notice of Stock Option GrantCompany under this Agreement, the Acquisition Note or Five Year Note or otherwise.
Appears in 1 contract
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 90 days from such date to repurchase all or any portion of the Unvested 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). Shares subject to the Company's Repurchase Option are referred to herein as "Unvested Shares" and shares that have been released from the Company's Repurchase Option are referred to as "Vested Shares".
(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 CompanyCompany (whether or not said indebtedness is then due and payable), 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) One hundred percent (100%) % of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Option with one-fourth (1/4th) of the total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until each month thereafter, so that all Shares shares are released from the Repurchase Optionfully vested after four years. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
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 Unvested 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).
(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) One hundred percent (100%) % of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 25% of the total number of Shares shall be released from the Repurchase Option in accordance with on the twelve-month anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option Grant each month thereafter, until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In . Notwithstanding the foregoing, in the event that the Company undergoes a Change of a proposed sale of all or substantially all Control (as defined below) 50% of the Company's assets or a merger of the Company with or into another corporation, Shares remaining subject to the Repurchase Option shall terminate automatically and as of the date of the Change of Control (or such lesser number of Shares as then remain subject to those terminated rights the Repurchase Option) shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case be released from the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantOption.
Appears in 1 contract
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 Unvested 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).
(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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested , of which (A) one-fourth (1/4) of the Shares shall be vested on the date that is one year from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in accordance each case that Purchaser's employment or consulting relationship with the Vesting Schedule set forth in Company has not been terminated prior to the Notice date of Stock Option Grant any such release) each month thereafter until all such Shares are released from the Repurchase Optionfully vested. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company's assets or a merger , in each case wherein the shareholders of the Company with immediately before such transaction or into another corporationsingle series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the Repurchase Option shall terminate automatically and same proportions as their ownership of shares of the Shares subject to those terminated rights shall Company's voting stock immediately vest in fullbefore such transaction or single series of related transactions, except to direct or indirect beneficial ownership of more than fifty percent (50%) of the extent total combined voting power of the Agreement is assumed by outstanding voting stock of the successor Company or the corporation or a parent or subsidiary corporations to which the assets of such successor corporation in which the Company were transferred, as the case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantmay be.
Appears in 1 contract
Repurchase Option. (ia) Investor hereby grants the Company an option to repurchase from the Investor between 50% and 100% of the Unexercised Portion of the Series B Warrant (the “Option”) for a period commencing on the date of this Agreement until November 22, 2014 (the “Expiration Date”), at a purchase price of $0.1759 per share of Common Stock (the “Repurchase Price”); provided, however, that if the Company desires to exercise the Option for less than 100% of such Unexercised Portion, then it may only do so in the event that the Investor, in its sole discretion, consents. The Investor shall not be required to provide a reason in the event that it denies the Company the right to exercise the Option for less than 100% of the Unexercised Portion of the Series B Warrant, and such failure to consent shall not adversely affect the rights of Investor under the Series B Warrant, Securities Purchase Agreement or related transaction documents. For the sake of clarity, and for illustration purposes only, the Repurchase Price for 100% of the Unexercised Portion of the Series B Warrant (currently 23,257,258 shares of Common Stock) would be $4,090,951.68 and the Repurchase Price for 50% of the Unexercised Portion of the Series B Warrant (currently 11,628,629 shares of Common Stock) would be $2,045,475.84. Such example shall not confer any rights upon the Company to exercise the Option for less than 100% of the Unexercised Portion. 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 causedesires to exercise the Option, the Company shall upon give irrevocable notice by e-mail, no less than 3 business days prior to the date Closing (as defined below), to the Investor of such termination (its intention to exercise the "Termination Date") have an irrevocable, exclusive option (Option. In the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion of event the Unvested 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).
(ii) The Repurchase Option shall be is exercised by the Company by written notice to Purchaser or Purchaser's executor andCompany, 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 aboveClosing, the Company shall become pay 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) One hundred percent (100%) of the Unvested Shares shall initially be subject applicable aggregate Repurchase Price to the Repurchase Option. The Unvested Shares shall be released from Investor for the Repurchase Option Series B Warrant (or portion thereof) by wire transfer of immediately available funds in accordance with the Vesting Schedule Investor’s written wire instructions. Promptly following the receipt of such Repurchase Price by the Investor, the Investor shall deliver to the Company for cancellation the original Series B Warrant. In the event less than 100% of the Series B Warrant is repurchased, the Company shall reissue to Investor a warrant representing the unrepurchased portion of the Series B Warrant.
(b) The Unexercised Portion, other share amounts and prices, if applicable, set forth in section 2(a) shall be adjusted automatically on a proportionate basis to take into account any reverse stock split with respect to the Notice Common Stock that occurs during the term of this Agreement. For instance, in the event the Company effects a reverse split of the Common Stock Option Grant until all Shares are released from at a ratio of one-for-sixty (1:60), 100% of the Unexercised Portion would be 387,621 shares of Common Stock and the Repurchase Option. Fractional shares shall Price per share (on a post-split basis) for such amount would be rounded to the nearest whole share$10.5541.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Warrant Repurchase Option Agreement (Applied Dna Sciences Inc)
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 DateTERMINATION DATE") have an irrevocable, exclusive option (the "Repurchase OptionREPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Unvested 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 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8 of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option Grant at the end of each month thereafter, until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In Notwithstanding the above, in the event of a proposed sale of all Purchaser's death or substantially all disability at such time as more than fifty percent (50%) of the Company's assets or a merger Shares remain subject to the Repurchase Option, all Shares in excess of the Company with or into another corporation, such fifty percent (50%) that remain subject to the Repurchase Option shall terminate automatically and the Shares subject be deemed to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case be released from the Repurchase Option shall continue to lapse as of the time of such death or disability.
(v) Notwithstanding the above, in accordance the event Purchaser's employment or consulting relationship with the Vesting Schedule set forth Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date.
(vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to (i) the closing of a sale of equity securities by the Company in which the Notice gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of Stock Option Grantequity securities are greater than One Million Dollars ($1,000,000) or (ii) May 1, 1997, then all of Purchasers' Shares shall remain subject to the Repurchase Option.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (i) In the event of the termination of this Sub-Sublease for any reason other than (i) a material, uncured default of Sub-Subtenant under this Sub-Sublease or (ii) the voluntary or involuntary termination liquidation, dissolution or winding up of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without causeSub-Subtenant, the Company Sub- Subtenant shall upon the date of such termination (the "“Termination Date"”) have an irrevocable, exclusive option (the "“Repurchase Option"”) for a period of 60 days three (3) months from such date the Termination Date to repurchase all or any portion of the Unvested Shares held by Purchaser (as of the Termination Date which have not yet been released from the Company's Repurchase Option defined below) at the original a purchase price of $0.001 per Share specified in Section 1 share (as adjusted for any stock splits, stock dividends dividends, reclassification and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and; provided, 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) that in the event Purchaser is indebted that the Sub-Subtenant elects to repurchase all or a portion of the Unvested Shares pursuant to the CompanyRepurchase Option (the “Repurchased Shares”), then Sub-Sublandlord in its sole discretion may elect to retain the Repurchased Shares by cancellation by paying to Sub-Subtenant within 10 Business Days of the Company of Sub-Subtenant’s election to repurchase the Repurchased Shares an amount of such indebtedness equal to the purchase price for Retention Payment (as defined below), in which case upon 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 receipt of the purchase price in any Retention Payment by the Sub-Subtenant, the Sub-Sublandlord shall retain the Repurchased Shares. 100% 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) One hundred percent (100%) of the Unvested Base Rent Shares shall initially be subject to the Repurchase OptionOption (the “Vesting Shares”). The Unvested 1/36th of the Vesting Shares shall be released from the Repurchase Option in accordance with on the one-month anniversary of the Commencement Date, and an additional 1/36th of the Vesting Schedule set forth in Shares shall be released from the Notice Repurchase Option on the same day of Stock Option Grant each month thereafter, until all Vesting Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.
(iv) . “Unvested Shares” means Base Rent Shares that have not yet been released from the Repurchase Option. “Retention Payment” means an amount in cash equal to the number of Repurchased Shares multiplied by the Price Per Share. In the event of a proposed sale (i) or (ii) above, or an acquisition or initial public offering of all or substantially all of Sub-Subtenant, the Company's assets or a merger of the Company with or into another corporationUnvested Shares shall fully and immediately vest, and the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except lapse with respect to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantUnvested Shares.
Appears in 1 contract
Samples: Sub Sublease (Cortexyme, Inc.)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting ’s relationship with the Company (or a parent or subsidiary of the Company) is terminated by the Company for any reason Cause (including death as defined below) or disability(ii) Purchaser voluntarily terminates his advisory relationship with the Company, such that Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (each a “Termination Event”), with or without cause, then the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive irrevocable option (the "“Repurchase Option") ”), for a period of 60 ninety (90) days from such date after said termination to repurchase all from Purchaser or any portion Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. In the event Purchaser’s relationship with the Company (or a parent or subsidiary of the Unvested 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 ) is terminated (adjusted for any stock splits, stock dividends and the like).
i) due to Purchaser’s death or disability or (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor andwithout Cause, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice then all unvested shares 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) Stock shall immediately become vested 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) One hundred percent (100%) of the Unvested Shares shall initially be no longer subject to the Repurchase Option. The Unvested Shares term “Cause” shall be released from mean the Repurchase Option following: (i) your willful failure to perform, or gross negligence in accordance the performance of, your material duties and responsibilities to the Company which is not remedied within thirty (30) days of written notice thereof; (ii) material breach by you of any material provision of this Agreement or any other agreement with the Vesting Schedule set forth Company which is not remedied within thirty (30) days of written notice thereof; (iii) fraud, embezzlement or other dishonesty with respect to the Company, which, in the Notice case of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall such other dishonesty, causes or could reasonably be rounded expected to cause material harm to the nearest whole share.
Company; or (iv) In the event your conviction of a proposed sale of all felony. Purchaser hereby acknowledges that the Company has no obligation, either now or substantially all in the future, to repurchase any of the Company's assets shares of Common Stock, whether vested or a merger of the Company with or into another corporationunvested, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantat any time.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Longwood Fund II, L.P.)
Repurchase Option. (i) In If Purchaser voluntarily terminates his employment relationship with the event of Company or if the voluntary or involuntary termination of Company terminates Purchaser's employment or consulting relationship with the Company for any reason Cause (including death or disabilityas defined below), 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 Unvested 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 share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(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) One hundred percent (100%) 75% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 121,875 of the Shares (which amount is 1/8 of the total number of Shares) that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(ivB) In the event of a proposed sale Change of all Control (as defined below) and (a) Purchaser is not offered a position with similar responsibilities by the surviving corporation or substantially all (b) Purchaser's principal office after the Change of Control is located more than 50 miles form your residence, 100% of the Company's assets or a merger of the Company with or into another corporation, Shares shall be released from the Repurchase Option on the effective date of the transaction.
(iv) The following terms referred to in this Section 3 shall terminate automatically and have the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.following meanings:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. (a) During the period commencing on the date hereof and ending on the later of (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 90th day following 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 Unvested 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 hereof and the like).
(ii) The Repurchase Option shall be exercised by the second Business Day following the date that 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 files its annual report on Form 10-K for the Shares being purchasedfiscal year ended September 30, or 2020 (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 aboveperiod, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto“Repurchase Period”), and the Company shall have the irrevocable right and option (the “Repurchase Option”), but not the obligation, to transfer repurchase from time to time from the Holder (and any of its own name Affiliates holding Shares) all or a portion of the Shares at a price per Share (the “Repurchase Price”) equal to the lesser of (x) the volume weighted average share price of Common Stock on the NYSE (as reported by Bloomberg L.P. under the function “VWAP”) for the fifteen (15) consecutive trading Business Days ending on and including the first (1st) trading Business Day preceding the date on which the Repurchase Notice is delivered and (y) an amount equal to 110% of the Share Price; provided that in no event shall the Repurchase Price be less than the Share Price.
(b) To exercise the Repurchase Option, the Company shall send notice thereof (the “Repurchase Notice”) to the Holder, which notice shall set forth the Repurchase Price, the number of Shares being to be repurchased pursuant to such Repurchase Option (the “Repurchase Shares”) and the date on which the closing of the purchase and sale of the Repurchase Shares shall occur (the “Repurchase Date”), which date shall be not earlier than one (1) Business Day following delivery of the Repurchase Notice and not later than the later of (i) the last day of the Repurchase Period and (ii) five (5) Business Days following delivery of the Repurchase Notice. On the Repurchase Date, the Company shall pay (or caused to be paid), by wire transfer of immediately available funds to an account or accounts designated by the Holder, an amount equal to (x) the Repurchase Price, multiplied by (y) the number of Repurchase Shares. Upon payment of such amount by the Company at the closing of the Repurchase Option (in accordance with any necessary action or authorization of the Board of the Company, which action shall be the sole responsibility of the Company), the Repurchase Shares will no longer be outstanding, will automatically be cancelled and will cease to exist. Each of the Company and the Holder shall (and the Holder shall cause its Affiliates to) cooperate with the other Party and take such actions as may be reasonably necessary to consummate the closing of the Repurchase Option and give effect to the forgoing transfer and cancellation of the Repurchase Shares, except that any out-of-pocket costs or expenses in connection with such transfer and cancellation, including any reasonable attorney’s fees or transfer costs or taxes, shall be borne solely by the Company, without further action by Purchaser.
(iiic) One hundred percent (100%) For the avoidance of doubt, if the Company delivers a Repurchase Notice on or prior to the last day of the Unvested Shares Repurchase Period, such Repurchase Notice shall initially be subject to effective, and the Company and the Holder (and its Affiliates, as applicable) shall proceed with the closing of the purchase and sale of the Repurchase Option. The Unvested Shares shall be released from the pursuant to such Repurchase Option as provided for in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole sharethis Section 4.1.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
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 DateTERMINATION DATE") have an irrevocable, exclusive option (the "Repurchase OptionREPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Unvested 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 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8 of the Shares shall be released from the Repurchase Option in accordance with on the date that is six (6) months after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option Grant at the end of each month thereafter, until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In Notwithstanding the above, in the event of a proposed sale of all Purchaser's death or substantially all disability at such time as more than fifty percent (50%) of the Company's assets or a merger Shares remain subject to the Repurchase Option, all Shares in excess of the Company with or into another corporation, such fifty percent (50%) that remain subject to the Repurchase Option shall terminate automatically and the Shares subject be deemed to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case be released from the Repurchase Option shall continue to lapse as of the time of such death or disability.
(v) Notwithstanding the above, in accordance the event Purchaser's employment or consulting relationship with the Vesting Schedule set forth Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date.
(vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to the closing of a sale of equity securities by the Company in which the Notice gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of Stock Option Grantequity securities are greater than One Million Dollars ($1,000,000) then all of Purchasers' Shares shall remain subject to the Repurchase Option.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination or cessation of Purchaser's employment or consulting relationship of the Purchaser with the Company for any reason whatsoever, with or without cause (including death or disability), with or without cause, the Company shall shall, upon the date of such termination (the "Termination Date") ), have an irrevocable, exclusive option to repurchase (the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion of the Unvested Subject Shares (as defined below) held by the Purchaser as of the Termination Date which have not yet been released from at the Company's Repurchase Option at lesser of (i) the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
hereof or (ii) the Fair Market Value of the Shares. The Repurchase Option term "Fair Market Value" shall be exercised by mean the Company by written notice price per share equal to Purchaser or Purchaser's executor and, at the last sale price of the Company's optionCommon Stock as reported on the Nasdaq National Market on the last business day preceding the date of repurchase. Initially, (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 all 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 purchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares Purchaser shall initially be subject to the Company's Repurchase Option as set forth above (such Shares, until released from the Repurchase Option. The Unvested , the "Subject Shares"); provided, however, the Company's Repurchase Option shall cease to exist from and after the date of a Change of Control (as defined below), and the Subject Shares shall be released from the Company's Repurchase Option in accordance with from and after the Vesting Schedule set forth in date of such Change of Control. One-thirty-sixth (1/36) of the Notice of Stock Option Grant until all Subject Shares are (i.e., 3,056 Shares) held by the Purchaser (or any permitted transferee) shall be released from the Company's Repurchase OptionOption under this Section 3(a) on the first day of each of the thirty-six (36) months following the Closing Date; provided in each such case the Purchaser is still employed with the Company on such dates. Fractional shares shall be rounded The continuation of the Purchaser's employment with the Company is a material inducement to the nearest whole share.
(iv) In Company in selling the event of a proposed sale of all or substantially all of Shares to the Purchaser and failure to provide services to the Company for any reason whatsoever shall trigger the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantOption.
Appears in 1 contract
Samples: Stock Purchase and Restriction Agreement (Endocardial Solutions Inc)
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 Unvested 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).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option in accordance with on the three-month anniversary of the Vesting Schedule set forth in Commencement Date; six forty-eighths (6/48) of the Notice of Stock Option Grant until all Shares are shall be released from the Repurchase OptionOption on the nine-month anniversary of the Vesting Commencement Date; and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option every month thereafter such that all Shares shall be released from the Repurchase Option four years from the Vesting Commencement Date, provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.
(iv) In . Notwithstanding the foregoing, in the event during Purchaser's employment with the Company there occurs a "change in control", which results in a material reduction of a proposed the Purchaser's responsibilities within 90 days of such change of control, 50% of the Shares then subject to the Repurchase Option shall be released from the Repurchase Option. If such change in control occurs during the one year period following the Vesting Commencement Date, an aggregate total of 187,500 Shares (which number includes Shares previously released from the Repurchase Option) shall be or have been released from the Repurchase Option. "Change of Control" means (i) any acquisition of more than 50% of the Company's then outstanding voting securities or (ii) the sale or disposition of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantCompany.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (iA) In Subject to the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disabilitylimitations contained in this Section 7.1(a), with Seller or without cause, its designee will have the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option to repurchase (the "Repurchase Option") the Shares at a price per share equal to the sum of (i) the Original Cost plus (ii) interest on the Original Cost at eight percent (8%) per annum from the date of this Agreement to the date of closing of such repurchase, in the event that prior to January 1, 1999 (A) Purchaser voluntarily terminates his services with Seller for a period any reason (excluding, however, Purchaser's death or disability) or (B) Purchaser's services for Seller are terminated with or without cause pursuant to the provisions of 60 days from such date any employment arrangement between the Company and Purchaser. The number of Shares which Seller shall be entitled to repurchase pursuant to this Section 7.1 shall be as follows:
(i) Any or all of the Shares in the event the Termination Date occurs before January 1, 1996;
(ii) Up to 75% of the Shares in the event the Termination Date occurs after January 1, 1996 but before January 1, 1997;
(iii) Up to 50% of the Shares in the event the Termination Date occurs after January 1, 1997 but before January 1, 1998; and
(iv) Up to 25% of the Shares in the event the Termination Date occurs after January 1, 1998 but before January 1, 1999.
(B) Subject to the limitations contained in Section 7.1(a), Seller may elect to purchase all or any portion of the Unvested Shares by delivery of written notice (the "Repurchase Notice") to the holder or holders of the Shares within sixty (60) days after the Termination Date. The Repurchase Notice shall set forth the number of Shares to be acquired from such holder(s), the aggregate consideration to be paid for such Shares, and the time and place for the closing of the transaction. The number of Shares to be repurchased by Seller shall first be satisfied to the extent possible from the Shares then held by Purchaser at the time of delivery of the Repurchase Notice. If the number of Shares then held by Purchaser is less than the total number of Shares Seller has elected to purchase, Seller shall purchase the remaining Shares elected to be purchased from the other holder(s) of the Shares, pro rata according to the number of Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends and determined as nearly as practicable to the likenearest Share).
(iiC) The closing of the purchase transaction provided for in this Section 7.1 shall take place on the date designated by Seller in the Repurchase Notice, which date shall not be more than thirty (30) days and not less than ten (10) days after delivery of the Repurchase Notice. Seller or its designee will pay for the Shares to be purchased pursuant to the Repurchase Option by delivery of immediately available funds. The purchasers of the Shares pursuant to this Section 7.1 will be entitled to receive customary representations and warranties from the sale regarding the Seller's good title to, and freedom from Encumbrances on, the Shares.
(D) The Repurchase Option shall be exercised by the Company by written notice set forth in this Section 7.1 will continue with respect 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 each of the Shares being repurchased until the earlier of (i) the IPO, (ii) January 1, 1999 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) One hundred percent (100%) a Change of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole shareControl occurs.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
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Repurchase Option. (i) In Subject to Section 3(a)(iv), 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)reason, 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 Unvested 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
(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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested , 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with at the end of each month after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In Notwithstanding the forgoing, the Company's Repurchase Option shall terminate as to all Shares (X) upon a Change of Control, (Y) in the event the Company shall terminate Purchaser's employment with the Company other than for Cause or Purchaser's death or Disability, or (Z) in the event Purchaser shall terminate his employment with the Company because of a proposed sale of all or substantially all Constructive Termination. Any Shares as to which the Company's Repurchase Option has terminated pursuant to this Section 3(a)(iv) shall be deposited as Trust Shares under that certain Voting Trust Agreement dated March 19, 1997 among the Company, the holders of the Company's assets or a merger shares of the Company with or into another corporation, the Repurchase Option shall terminate automatically Series A Preferred Stock and the Shares subject Trustors and Voting Trustee signatory thereto. The following terms referred to those terminated rights in this Section 3(a)(iv) shall immediately vest in full, except to have the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.following meanings:
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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 6 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 Unvested 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 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) One hundred The Repurchase Option shall be in effect with respect to sixty-seven percent (10067%) of the Unvested Shares and shall initially be subject lapse as to the Repurchase Option. The Unvested 1/36 of such Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
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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 90 days from such date to repurchase all or any portion of the Unvested 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). Shares subject to the Company's Repurchase Option are referred to herein as "Unvested Shares" and shares that have been released from the Company's Repurchase Option are referred to as "Vested Shares".
(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 CompanyCompany (whether or not said indebtedness is then due and payable), 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) One hundred percent (100%) % of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Option with one-third (1/3rd) of the total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/36th of the total number of Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until each month thereafter, so that all Shares shares are released from the Repurchase Optionfully vested after three years. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
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Repurchase Option. (ia) In the event Losses incurred by Sellers for indemnifiable claims under this Article VIII exceed Two Million Dollars ($2,0000,000) in the aggregate in the fifteen months following the Closing, or in the event an indemnification claim has been made within such fifteen (15) month period which alleges Losses which would cause the Losses hereunder to exceed $2,000,000, Sellers shall have a right, but not an obligation, upon written notice to Buyer (the “Option Notice”), to repurchase all of the voluntary membership interests or involuntary termination other equity interests of Purchaser's employment or consulting relationship with the Company (the “Repurchase Option”). For purposes of this section the amount of indemnifiable claims necessary to reach the threshold level of $2,000,000 shall not include any amounts paid out of the Escrow Funds.
(b) The exercise price for the Repurchase Option shall equal [***], plus the cash component of any reason (including death or disability), with or without cause, capital expenditures invested in the Company shall upon by Buyer since the Closing Date and all third party costs expended by Buyer from the date of such termination the letter of intent to the Closing Date plus an 8% annual rate of return for the period from closing to the date on which the repurchase shall occur, less any distributions taken by Buyer (the "Termination Date"“Exercise Price”) have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from to be paid in cash at such date to repurchase all or any portion of the Unvested 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)closing.
(iic) The Repurchase Option shall be exercised by for all of the membership interests or other equity interests of the Company by written notice and its subsidiaries and be completed upon execution and delivery of an executed membership equity transfer assignment and power in exchange for the Exercise Price (the “Assignment”). Such Assignment shall contain only limited representations and warranties related to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice ownership of a check the membership interests 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 Purchasersubsidiaries.
(iiid) One hundred percent (100%) of the Unvested Shares shall initially be subject to the The Repurchase Option. The Unvested Shares Option shall be released from exercisable immediately after the Repurchase Losses exceed $2,000,000 in the aggregate (the “Option Trigger Event”). Such option shall expire ninety (90) days after the Option Trigger Event.
(e) Sellers shall deliver written notice of exercise of this option in accordance with the Vesting Schedule notice provisions of this Agreement in the form set forth in as Exhibit D hereto (the “Exercise Notice”). Such Exercise Notice shall specify a closing date. Within seven (7) days thereafter Buyer shall deliver to Sellers a computation of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole shareExercise Price.
(ivf) In the event The closing of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically occur within thirty (30) days following delivery of the Exercise Notice.
(g) For purposes of this section, “Losses” shall be calculated after the Basket maximum has been reached and the Shares subject shall mean any actual payment, accepted known liability, expense (including cost of investigation and defense and reasonable attorney fees) net of any tax benefits inuring to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed Sellers and any insurance proceeds received by the successor corporation or Sellers as a parent or subsidiary result of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.indemnifiable claim. ARTICLE IX Closing Documents Section 9.1
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Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment Service by Purchaser or consulting relationship with the Company for any reason (including death or disability)reason, 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 90 days from such date to repurchase all or any portion of the Unvested 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 per share repurchase price of $0.0001 per Share specified share, appropriately adjusted in Section 1 (adjusted for any the event of a stock splitsdividend, stock dividends and split, recapitalization, combination of shares or similar event occurring subsequent to the like)date of this Agreement.
(ii) The Unless the Company notifies Purchaser within 90 days from the of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Unvested Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Unvested 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, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveUnvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
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Samples: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ia) In the event Stockholder ceases to be an employee of the voluntary Company or one of its subsidiaries (a “Service Provider”) for any or no reason, including, without limitation, by reason of Stockholder’s resignation or involuntary termination prior to the five-year anniversary of Purchaser's employment the Effective Date, subject to Section 2(b) below or consulting relationship with any prior release pursuant to Section 2.1(a) of the Company for any reason (including death or disability), with or without causeLatch Disclosure Schedule, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date") Company), have an irrevocable, exclusive option to repurchase (the "“Repurchase Option"”) for a period of 60 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option (the “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the Shares at the original purchase time the Repurchase Option is exercised, as determined by the Company’s board of directors based on the most recent closing stock price on any applicable securities exchange (if applicable) and (y) $0.00005080 (the “Repurchase Price”), which amount represents the adjusted price per Share specified share paid by Stockholder for his HDW Shares (as adjusted to reflect the exchange ratio implied pursuant to the Merger Agreement). The Company must, if at all, exercise its Repurchase Option as to any or all of the Unreleased Shares within 30 days after Stockholder ceases to be a Service Provider; 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 Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the date Stockholder ceases to be a Service Provider, unless the Company declines in Section 1 (adjusted for 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 stock splits, stock dividends and the like).
(ii) case where such automatic exercise would result in a violation of applicable law. The Repurchase Option shall once again be exercised by 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 by written notice decides not to Purchaser or Purchaser's executor exercise its Repurchase Option, it shall notify Stockholder in writing within 30 days of the date Stockholder ceases to be a Service Provider and, at following Stockholder’s receipt of such notice, all Unreleased Shares shall no longer be subject to the Repurchase Option. If the Repurchase Option is exercised, or deemed exercised, within 60 days of the date Stockholder ceases to be a Service Provider, the Company shall deliver payment to Stockholder, with a copy to the Escrow Agent (as defined in Section 3 hereof), by any of the following methods, in the Company's option, ’s sole discretion: (Ai) by delivery delivering to Purchaser Stockholder or Purchaser's Stockholder’s executor with such notice of a check in the amount of the purchase price for aggregate Repurchase Price, (ii) canceling an amount of Stockholder’s indebtedness to the Shares being purchasedCompany equal to the aggregate Repurchase Price, or (Biii) 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 any combination of (Ai) and (Bii) so such 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 Purchaseraggregate Repurchase Price.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(ivc) In the event that the Repurchase Option is exercised or deemed exercised, the sole right and remedy of a proposed sale Stockholder thereafter shall be to receive the Repurchase Price, and in no case shall Stockholder have any claim of ownership as to any of the Unreleased Shares.
(d) The Company in its sole discretion may assign all or substantially all part of the Company's assets Repurchase Option to one or a merger more employees, officers, directors or stockholders of the Company with or into another corporationother persons or organizations; provided, that, after any such assignment, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantCompany remains secondarily liable for its obligations hereunder.
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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 Unvested 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 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. 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 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) One hundred percent (100%) The Repurchase Option shall be in effect with respect to 75% of the Unvested Shares and shall initially be subject lapse as to 1/48 of such shares on the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment Service by Purchaser or consulting relationship with the Company for any reason (including death or disability)reason, 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 90 days from such date to repurchase all or any portion of the Unvested 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 repurchase price of $0.17 per Share specified share, appropriately adjusted in Section 1 (adjusted for any the event of a stock splits- 4 - dividend, stock dividends and split, recapitalization, combination of shares or similar event occurring subsequent to the like)date of this Agreement.
(ii) The Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser's Service that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Unvested Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Unvested 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, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveUnvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting ’s relationship with the Company (or a parent or subsidiary of the Company) terminates for any reason (including death or disability), with or without causefor no reason, such that after such termination Purchaser is no longer providing services to the Company (or a parent or subsidiary of the Company) as an employee, director, consultant or advisor (a “Service Provider”), then the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive irrevocable option (the "“Repurchase Option") ”), for a period of 60 ninety (90) days from such date after said termination to repurchase all from Purchaser or any portion Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Unvested 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).
(ii) The Repurchase Option shall be exercised extended to such longer period (1) as may be agreed to by the Company by written notice to Purchaser or and the 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 (B2) in as needed to ensure the event Purchaser is indebted to the Company, by cancellation stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or Code (C) by a combination of (A) and (B) so as defined below). Purchaser hereby acknowledges that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of Company has no obligation, either now or in the purchase price in future, to repurchase any of the ways described aboveshares of Common Stock, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein whether vested or related theretounvested, 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 Purchaserat any time.
(iiib) One hundred percent Million Four Hundred and Twenty-Five Thousand (100%1,425,000) shares of the Unvested Shares Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option. The Unvested One-sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option in accordance with on a quarterly basis measured from the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are the Stock is released from the Repurchase Option. Fractional shares shall be rounded to Option (provided in each case that Purchaser remains a Service Provider as of the nearest whole sharedate of such release).
(ivc) In the event of a proposed Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company's assets ; or (B) a merger merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company with is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or into another otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed sale by the successor corporation or a parent or subsidiary Company of such successor corporation stock in transactions the primary purpose of which case is to raise capital for the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantCompany’s operations and activities.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Verastem, Inc.)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's ’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 60 180 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's ’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not the obligation, to exercise the Repurchase Option.
(ii) The Unless the Company notifies Purchaser in writing within 180 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 180th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 180th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor andof the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Company's option, Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling 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 In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveShares being repurchased shall be deemed automatically canceled as of the 180th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.”
Appears in 1 contract
Samples: Exercise Notice and Restricted Stock Purchase Agreement (Omeros Corp)
Repurchase Option. In the event Shareholder's employment with the Company is terminated (i) In voluntarily by the event Shareholder or (ii) by the Company "For Cause" (as defined in Section 4.01 of the voluntary or involuntary termination Employment Agreement) before all of Purchaserthe shares of Restricted Stock are released from the Company's employment or consulting relationship with the Company for any reason repurchase option (including death or disabilitysee Section 2), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date"Company) have an irrevocable, exclusive option (which option may be assigned by the Company pursuant to Section 6(b)) (the "Repurchase Option") for a period of 60 ninety (90) days from such date to repurchase the Unreleased Shares (as defined in Section 2) at such time for a total consideration of One Dollar ($1.00) (the "Repurchase Price"). In the event Shareholder's employment with the Company is terminated by the Company other than "For Cause," all or any portion shares of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been Restricted Stock shall be 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).
(ii) The Repurchase Option shall terminate and be of no further force or effect. Said Repurchase Option shall be exercised by the Company by written notice to Purchaser Shareholder or PurchaserShareholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at the Company's option, (Ai) by delivery to Purchaser Shareholder or PurchaserShareholder's executor with such notice of a check in the amount of the purchase price aggregate Repurchase Price for the Shares Restricted Stock being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such any of Shareholder's indebtedness to the Company equal to the purchase price aggregate Repurchase Price for the Shares Restricted Stock being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares Restricted Stock being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares shares of Restricted Stock being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Stock Restriction Agreement (Advanced Aerodynamics & Structures Inc/)
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 Unvested 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 the Shares from causing other capital stock of the Company to lose its status as "qualified 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/8th of the Shares shall be released from the Repurchase Option in accordance with on the date that is six months after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock this Agreement), and 1/48th of the total number of Shares shall be released from the Repurchase Option Grant at the end of each month thereafter, until all Shares are released from the Repurchase OptionOption (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporationNotwithstanding Section 3(a)(iii), the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with paragraph 6 of Purchaser's employment letter with the Vesting Schedule set forth in Company dated December 9, 1997 (the Notice of Stock Option Grant."Employment Letter"). -----------------
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Moai Technologies Inc)
Repurchase Option. (ia) In Purchaser hereby grants to Seller 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 the Purchased Interests from Purchaser at any portion time from the date hereof to and including January 5, 2002 (the "Repurchase Option Term"). The purchase price payable by Seller to Purchaser upon exercise of the Unvested Shares held Repurchase Option (the "Repurchase Price") shall be the sum of (i) the Purchase Price, (ii) all amounts paid by Purchaser as pursuant to Sections 3.3, 6.1, 7.2 and 11.3 of this Agreement, (iii) all amounts paid by Indemnitor pursuant to Section 7.3 and Article 9 of this Agreement, and (iv) all costs and expenses (including reasonable attorneys' fees) of Purchaser incurred in connection with the initial purchase of the Termination Date which have not yet been released Purchased Interests by the Purchaser and the subsequent repurchase of the Purchased Interests by Seller, plus interest on such amounts from the Company's Repurchase Option date of this Agreement until the date paid, at a rate equal to the original purchase price per Share specified Prime Rate as in Section 1 effect from time to time plus two percent (adjusted for any stock splits, stock dividends and the like2%).
(b) Seller may exercise the Repurchase Option by written notice of its election to do so delivered to Purchaser at least three (3) days prior to the designated date of purchase (the "Repurchase Date"). Such written notice shall state (i) the Repurchase Price and (ii) the Repurchase Date. The closing of the exercise of the Repurchase Option shall be exercised by occur on the Company by written notice Repurchase Date. At such closing, Seller shall pay to Purchaser the Repurchase Price by wire transfer of funds satisfactory to Purchaser and Purchaser shall sell, transfer, assign and convey to Seller or its designee all of Purchaser's executor andright, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check title and interest in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted and to the CompanyPurchased Interests, by cancellation by the Company free and clear 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 PurchaserLiens.
(iiic) One hundred percent (100%) of the Unvested Shares shall initially be subject Unless Seller has elected to the Repurchase Option. The Unvested Shares shall be released from exercise the Repurchase Option and the closing of the exercise of the Repurchase Option has occurred during the Repurchase Option Term in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(ivSections 10.1(a) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporationand 10.1(b) above, the Repurchase Option shall terminate automatically and the Shares subject Seller's right to those terminated rights repurchase the Purchased Interests shall immediately vest in fullexpire and be of no further force and effect on January 5, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case 2002.
(d) During the Repurchase Option Term, Purchaser shall continue not transfer, assign, sell or otherwise convey or encumber the Purchased Interests to lapse any Person other than Seller or its designee; provided, however, that this Section 10.1(d) shall not restrict or prohibit Purchaser in any way from conducting its normal course of business following the initial purchase of the Purchased Interests, which Seller expressly acknowledges may include without limitation the amendment or modification of Purchaser's formative and operating documents, the refinancing or repayment of any of Purchaser's Obligations, the addition or removal of partners in Purchaser, the assignment, modification or amendment of any Project Contract or any other action or failure to act of Purchaser; provided, further, that Seller expressly acknowledges and agrees that, following any repurchase of the Purchased Interests, it will not have any right or ability to unwind or reverse any action taken by Purchaser during the Repurchase Option Term other than in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantPurchaser's then-effective formative and operating documents.
Appears in 1 contract
Repurchase Option. (ia) The termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause shall be a “Triggering Event.” 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 causethat a Triggering Event occurs, the Company shall upon shall, from the date of such termination (as reasonably fixed and determined by the "Termination Date") Company), have an irrevocable, exclusive option (the "“Repurchase Option"”) for a period of 60 90 days from such date to repurchase all or any portion of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto (the “Unvested Shares held Shares”) for no additional consideration. In addition, if the Triggering Event is a termination of Grantee’s Continuous Service by Purchaser as the Company for Cause, then the Repurchase Option will also include an option to purchase any of the Termination Date which have not yet been released from Shares that are vested under the Company's vesting schedule set forth on Exhibit A for no additional consideration. In the event the Company elects to exercise the Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splitsOption, stock dividends and the like).
(ii) The Repurchase Option it shall be exercised by the Company by written notice to Purchaser or Purchaser's executor andthe Grantee, at which notice shall specify the number of Shares and the time (not later than 30 days from the date of the Company's option, (A’s notice) by delivery to Purchaser or Purchaser's executor with such notice of a check in and place for the amount closing of the purchase price for repurchase of 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 priceShares. Upon delivery of such notice and payment of the purchase price in any of accordance with the ways described aboveterms herewith, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iiib) One hundred percent (100%) Whenever the Company shall have the right to repurchase Shares hereunder, the Company’s board of directors may designate and assign to one or more assignees the Unvested Shares shall initially be subject right to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of exercise all or substantially all part of the Company's assets ’s repurchase rights under this Agreement to purchase all or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary part of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantShares.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Massive Interactive, Inc.)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of PurchaserMr. St. Jean's employment or consulting relationship with Chordiant (or a parent or subsidiary of Chordiant), whether as an employee or consultant, is terminated: by Chordiant for Cause (as defined in Section 1(c) below); or by the Company resignation of Mr. St. Xxxx for any reason (including death other than due to death, disability or disabilityfor Good Reason (as defined in Section 1(d) below), with or without cause, the Company shall upon the date of (any such termination pursuant to (the i) or (ii) above being referred to herein as a "Termination DateRepurchase Option Trigger Event") ), then Chordiant shall have an irrevocable, exclusive irrevocable option (the "Repurchase Option") ), for a period of 60 forty-five (45) days from after said termination, or such date longer period as may be agreed to by Chordiant and Mr. St. Xxxx in writing, to repurchase all from Mr. St. Xxxx or Mr. St. Jean's personal representative, as the case may be, without any portion further consideration, up to but not exceeding the number of Shares that have not vested in accordance with the Unvested Shares held by Purchaser provisions of Section 1(b) below as of the Termination Date which have not yet been released from the Companysuch termination date. If Mr. St. Jean's relationship with Chordiant is terminated by Chordiant or Mr. St. Xxxx for any reason other than a Repurchase Option at Trigger Event, then the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised of no force and effect and the Shares shall be immediately fully vested and owned 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 Mr. St. Xxxx. _________ 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall vest and be released from the Repurchase Option on a monthly basis, in accordance equal installments over a thirty-six-month period measured from the Vesting Commencement Date (set forth on the signature page of this Agreement) with the first such installment to vest one month from the Vesting Schedule set forth in Commencement Date and the Notice remaining installments to vest on the corresponding dates of Stock Option Grant the succeeding months until all the Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
Option (iv) In the event provided in each case that Mr. St. Jean's relationship as an employee or consultant of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation Chordiant (or a parent or subsidiary of Chordiant) has not been terminated prior to the date of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantrelease).
Appears in 1 contract
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's ’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 60 187 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's ’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not the obligation, to exercise the Repurchase Option.
(ii) The Unless the Company notifies Purchaser in writing within 187 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 187th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 187th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor andof the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Company's option, Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling 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 In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveShares being repurchased shall be deemed automatically canceled as of the 187th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.”
Appears in 1 contract
Samples: Exercise Notice and Restricted Stock Purchase Agreements (Omeros Corp)
Repurchase Option. (i) In the event of the voluntary or involuntary termination or cessation of Purchaser's active employment or consulting relationship association of the Purchaser with the Company or any subsidiary in which the Company has a majority ownership interest (“Subsidiary”) for any reason whatsoever, with or without cause (including death or disability), with or without cause, the Company shall shall, upon the date of such termination (the "Termination Date") termination, have an irrevocable, exclusive option to repurchase (the "“Repurchase Option"”) for a period of 60 days from such date to repurchase all or any portion portions of the Unvested Shares held by the Purchaser which are subject to the Repurchase Option as of the Termination Date which have not yet been released from the Company's Repurchase Option such date at the original purchase price per Share share specified in Section 1 (1. If the Repurchase Option is exercised, the original purchase price will be paid to Purchaser in U.S. dollars and will not be adjusted for inflation, fluctuations in the exchange rates, etc. since Purchaser initially purchased the Shares. Termination of the Purchaser’s active employment with the Company or a Subsidiary shall not be deemed to have occurred during any stock splitsperiod that the Purchaser is on a duly authorized leave of absence from the Company or a Subsidiary of less than twelve (12) months, stock dividends or such longer period as the Committee of the Board of Directors administering the Plan approved in writing. If Purchaser does not return to work with the Company or a Subsidiary on or prior to the last day of an authorized leave of absence, Purchaser’s active employment with the Company or a Subsidiary shall be deemed to terminate on the last day of the authorized leave of absence and the like).Company’s Repurchase Option specified herein shall become exercisable on such date. For the purposes of this Agreement, an authorized leave of absence shall mean a leave of absence approved by an officer of the Company and by the Human Resources Department. Initially, all of the Shares purchased by the Purchaser shall be subject to the Company’s Repurchase Option as set forth above. The Shares held by the Purchaser shall be released from the Company’s Repurchase Option under this Section 3.1 as follows:
(iia) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2006 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and
(b) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2007 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and
(c) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2008 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and
(d) The remaining 25% of the Shares (i.e., XXX Shares) shall be released July 28, 2009 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date. The continuation of the Purchaser’s active employment with the Company or a Subsidiary is a material inducement to the Company in selling the Shares to Purchaser and failure to provide services to the Company or a Subsidiary, for any reason whatsoever shall trigger the Company’s Repurchase Option. Notwithstanding the foregoing, the lapse of the Repurchase Option will be delayed if Purchaser takes an authorized unpaid leave of absence (including a leave of absence for military, educational, disability or personal purposes) of more than thirty (30) days or an authorized paid leave of absence of more than ninety (90) days. The lapse of the Repurchase Option will be delayed for the number of days that the authorized unpaid leave of absence or authorized paid leave of absence extends beyond the periods set forth above. The delay in the lapse of Repurchase Option shall be exercised by commence on the Company by written notice to Purchaser or Purchaser's executor andthirty-first (31st) day of an authorized unpaid leave of absence of more than thirty (30) days or, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount case of an authorized paid leave of absence of more than ninety (90) days, on the ninety-first (91st) day of such leave and the delay shall terminate on the earlier of (1) the last business day preceding the date on which such individual’s leave of absence terminates or (2) a date twelve (12) months after the commencement of the purchase price for leave of absence, unless the Shares being purchased, or (B) Compensation Committee of the Board of Directors extends such period. Lapse of the Repurchase Option will not be delayed in the event Purchaser of a leave of absence if such delay is indebted contrary to applicable local law. Vesting will not be suspended in the Companyevent of a leave of absence if such suspension is contrary to applicable local law. Sun policies on leave of absence may vary outside the US, by cancellation by in accordance with local law. Within sixty (60) days following 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 abovePurchaser’s termination, the Company shall become notify the legal Purchaser as to whether it wishes to purchase the Shares pursuant to the exercise of the Repurchase Option. If the Company elects to purchase said Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than thirty (30) days from the date of such notice. At such closing, the Company shall tender payment for the Shares and beneficial owner the certificate or certificates representing the Shares so purchased shall be canceled. The Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company. Except as provided under Section 3.5, the Purchaser shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Shares being repurchased and all rights and or any interest therein or related thereto, and prior to the Company shall have the right to transfer to its own name the number release of such Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to from the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of Purchaser further authorizes the Company with to refuse or into another corporation, the Repurchase Option shall terminate automatically and the to cause its Transfer Agent to refuse to transfer or record any Shares subject to those terminated rights shall immediately vest be transferred in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary violation of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantthis Agreement.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Sun Microsystems, Inc.)
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 Unvested 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).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with Participant ceases to be employed by the Company and its Subsidiaries for any reason (including death or disabilitythe “Termination”), with the Issued Shares (whether held by the Participant or without cause, one or more transferees and including any Issued Shares acquired subsequent to such termination of employment) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option for any Issued Shares shall upon become effective: (i) if the Participant has not reached the age of 65 on or prior to the date of such termination the Termination, on the later of the date the Participant has held the Issued Shares for six months or the date of the Termination or (ii) if the Participant has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Participant reached the age of 65, the date the Participant has held the Issued Shares for six months or the date of the Termination (the "Termination “Repurchase Date"”).
(b) If the Participant’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Participant reaches the age of 65 and, at the time of such termination, Participant could not have an irrevocablebeen terminated by the Company or such Subsidiary with Cause, exclusive option the purchase price for the Issued Shares shall be the Fair Market Value thereof on the Repurchase Date. If the Participant’s employment with the Company and its Subsidiaries is (i) terminated by the "Company or any such Subsidiary for Cause or (ii) voluntarily terminated by the Participant prior to the date upon which the Participant reaches the age of 65, the purchase price for the Issued Shares shall be the lower of Fair Market Value on the Repurchase Option"Date and Original Cost thereof.
(c) for a period of 60 days from such date The Company may elect to repurchase purchase all or any portion of the Unvested Issued Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of Issued Shares within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Issued Shares to be acquired from each holder, the aggregate consideration to be paid for such Issued Shares and the time and place for the closing of the transaction. The number of Issued Shares to be repurchased by the Company shall first be satisfied, to the extent possible, from the Issued Shares held by Purchaser as the Participant at the time of delivery of the Termination Date Repurchase Notice. If the number of Issued Shares then held by the Participant is less than the total number of Issued Shares which have not yet been released the Company has elected to purchase, the Company shall purchase the remaining Issued Shares elected to be purchased from the Company's Repurchase Option other holder(s) of Issued Shares under this Agreement, pro rata according to the number of Issued Shares held by such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends and determined as nearly as practicable to the likenearest whole share).
(iid) The If for any reason the Company does not elect to purchase all of the Issued Shares pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option shall be exercised by for the Issued Shares which the Company by has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to Purchaser or Purchaser's executor and, at each of the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice holders of a check in Investor Shares setting forth the amount number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares being purchased, may elect to purchase any or (B) in all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event Purchaser is indebted that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the Companynumber of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, by cancellation by and in any event within five (5) days after the Company of an amount expiration 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 above60-day period, the Company shall become notify each holder of Issued Shares as to the legal number of Issued Shares being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Issued Shares which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Issued Shares and beneficial owner the time and place of the closing of the transaction.
(e) The closing of the purchase of the Issued Shares being repurchased pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Issued Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Issued Shares. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all rights sellers’ signatures be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and interest therein in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Shares hereunder which the Company is otherwise required to make or related theretocreate a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall have inform the right to transfer to its own name Participant of such restrictions in the number Repurchase Notice) and shall consummate such repurchase of Issued Shares being repurchased promptly following the cessation of all such restrictions thereon (by giving the Company, without further action by Purchaserholder or holders of Issued Shares a new Repurchase Notice).
(iiig) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger right of the Company with or into another corporation, and the Repurchase Option holders of Investor Shares to repurchase Issued Shares pursuant to this Section 2 shall terminate automatically and upon the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary consummation of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantan IPO (as hereinafter defined).
Appears in 1 contract
Samples: Stock Option Agreement (CHG Healthcare Services, Inc.)
Repurchase Option. (i) In The Shares shall be subject to the event following repurchase option in favor of the voluntary or involuntary termination of PurchaserCompany (the "Repurchase Option"):
(a) If the Shareholder's employment or consulting relationship with as an employee of the Company is terminated (1) by the Company for any reason, (2) by the Shareholder for any reason or (including 3) upon death or disability), with or without causetotal disability of the Shareholder, the Company shall upon have the right at any time within ninety (90) days after the date of such termination of Shareholder's employment as an employee of the Company (the "Termination Date"), provided that the Termination Date shall have occurred prior to the termination of the Repurchase Option, to repurchase from the Shareholder, at a price per share of $0.14 (appropriately adjusted for any subsequent stock split, dividend, combination, other recapitalization or similar event) have an irrevocable, exclusive option (the "Repurchase OptionPrice"), up to but not exceeding the number of Shares that do not constitute Vested Shares (as defined below) for a period of 60 days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the date immediately prior to 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)Date.
(iib) The Shares shall vest and be no longer be subject to the Repurchase Option (the "Vested Shares") as follows:
(1) 6.25% of the Shares shall vest and be no longer subject to the Repurchase Option every three months beginning September 14, 1999 (which shall be the first vesting date) and ending on June 14, 2003.
(2) Immediately prior to the closing of a merger, consolidation, recapitalization or other business combination or transaction pursuant to which the holders of the outstanding voting power of the Company immediately prior to the transaction would hold less than 50% of the outstanding voting power of the Company immediately after the transaction (except for a merger effected exclusively for the purpose of changing the domicile of the Company) (a "Change of Control") and in which the Company or shareholders of the Company received as consideration in connection with such transaction cash, securities or other assets valued in excess of $75 million, 25% of the then outstanding Shares that are not at that time Vested Shares shall become vested. Immediately prior to a Change of Control in which the Company or the shareholders of the Company receive as consideration in connection with such transaction cash, securities or other assets valued in excess of $250 million, 50% of the then outstanding Shares that are not at that time Vested Shares shall become vested. Each of the events described in in this subparagraph shall be deemed an "Acceleration Event".
(c) The Repurchase Option Option, if exercised by the Company, shall be exercised by written notice signed by an officer or director of the Company after approval by written notice the Board of Directors and shall be delivered to Purchaser the Shareholder on or Purchaser's executor and, at prior to the Company's option, expiration of the 90-day period referred to in paragraph (Aa) above. The Company may pay for the Shares it has elected to repurchase (1) by delivery to Purchaser or Purchaser's executor with such notice the Shareholder of a check in the amount of the purchase price aggregate Repurchase Price for the number of Shares being purchasedrepurchased, or (B2) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Shareholder's indebtedness to the Company equal to the purchase price aggregate Repurchase Price for the number of Shares being repurchased, repurchased or (C3) by a combination of (A1) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price2). Upon delivery of such notice and payment Payment of the purchase price in any Repurchase Price shall be completed as promptly as reasonably practicable after notice of exercise of the ways described above, Repurchase Option is delivered to 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 PurchaserShareholder.
(iiid) One hundred percent (100%Upon receipt of any certificate(s) of representing the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares , the Shareholder shall immediately pledge and deliver the certificate(s) to the Company as pledgeholder, to be released from held pursuant to the Repurchase Option and Pledge Agreement to Promissory Note and shall execute and deliver to the Company an assignment separate from certificate endorsed in accordance with blank for such Shares in substantially the Vesting Schedule form set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase OptionAttachment 1 hereto. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.------------
Appears in 1 contract
Samples: Stock Subscription and Repurchase Agreement (Driveway Corp)
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 Unvested 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) One hundred percent (100%) The Repurchase Option shall be in effect with respect to 75% of the Unvested Shares and shall initially be subject lapse as to 1/48 of such shares on the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
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 Unvested 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 5 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 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) One hundred The Repurchase Option shall be in effect with respect to sixty- seven percent (10067%) of the Unvested Shares and shall initially be subject lapse as to the Repurchase Option. The Unvested 1/36 of such Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaserthe Principal's employment or consulting relationship with the Company as an employee, consultant or director, for any reason (including death or disability), with or without cause, the Company shall shall, upon the date of such termination (the "Termination DateTERMINATION DATE") have an irrevocable, exclusive option (the "Repurchase OptionREPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Unvested 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).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date 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 aboveprice, 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested One-twelfth (1/12) of the total number of Shares shall be released from the Repurchase Option in accordance with at the end of each one-month period after the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option; provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
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") ), the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 90 days from such date to repurchase all or any portion of the Unvested 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).
(ii) The Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or Purchaser's executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) by delivery delivering a check to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of canceling 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 In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. Any failure on the part of the Company to promptly satisfy its payment obligations for the Repurchase Option shall not, in any way, affect the enforceability of the ways described aboveCompany's exercise of the Repurchase Option. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have 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) One hundred percent (100%) All of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Provided that Purchaser remains continuously employed by the Company (or continues to provide services to the Company as a consultant), the Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded pursuant to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.following schedule:
Appears in 1 contract
Repurchase Option. (ia) In Subject to the event terms of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability)Section 16, with or without cause, ----------------- ---------- the Company shall upon have the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of ), exercisable upon ----------------- notice given by the Company to the Investor not less than 30 nor more than 60 days from prior to the date fixed for such date repurchase (the "Option Shares Repurchase Date"), to repurchase from the Investor at any time after the date of this Agreement and on or prior to December 6, 2003, at the price, payable in cash (the "Repurchase Price"), set forth in Section 14(b) below, all or any portion or, from time to ---------------- ------------- time, part of 2,000,000 shares (the "Option Shares") of the Unvested Shares held by Purchaser as of Preferred Shares; ------------- provided that 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).
(ii) The Repurchase Option shall be exercised exercisable by the Company by written notice to Purchaser or Purchaser's executor and, at only if (i) the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such Weighted Average Trading Price for the period of 20 consecutive Trading Days immediately preceding the date on which notice of a check exercise of the Repurchase Option is given shall have been not less than the Conversion Price then in effect with respect to Conversion Shares upon conversion of Preferred Shares and (ii) not less than 2,500,000 shares of Common Stock (adjusted to give effect to stock splits and other transactions affecting the Conversion Price pursuant to the terms of the Series D Cumulative Convertible Preferred Stock contained in the amount Articles of the purchase price for the Shares being purchasedIncorporation) shall have been traded during such 20-Trading Day period.
(b) The Repurchase Price payable, or (B) in the event Purchaser is indebted cash, to the Company, by cancellation Investor in respect of Option Shares repurchased by the Company pursuant to an exercise 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically be payable on the Option Shares Repurchase Date in respect of such exercise and the Shares subject to those terminated rights shall immediately vest in full, except be equal to the extent following amounts, expressed as a percentage of the Agreement is assumed Liquidation Preference of such Option Shares, determined by the successor corporation or a parent or subsidiary of such successor corporation period in which case the Option Shares Repurchase Date occurs, together, in each case, with all accrued and unpaid dividends to and including such Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice Shares Repurchase Date: Option Shares Repurchase Date Occurs Repurchase Price during Period: ---------------- ------------- Beginning Ending --------- ------ Date of Stock Option Grant.this Agreement December 31, 2001 102.5% January 1, 2002 June 30, 2002 102.0% July 1, 2002 December 31, 2002 101.5% January 1, 2003 June 30, 2003 101.0% July 1, 2003 December 6, 2003 100.5%
Appears in 1 contract
Samples: Investment Agreement (United Dominion Realty Trust Inc)
Repurchase Option. Subject to the terms and conditions provided in this Section 3, Guarantor shall have the right (ithe "OPTION TO SUBSTITUTE") from time to time to purchase one or more of the Properties and to substitute therefor one or more properties (each, a "REPLACEMENT PROPERTY").
(a) Guarantor may exercise the Option to Substitute only by delivering written notice (each, a "SUBSTITUTION OPTION NOTICE") of the exercise of such right to the Acquirer during the period commencing on the day after the Closing Date and expiring, with respect to each Property, on the date on which the initial term of the Sonic Lease for such Property expires or is sooner terminated (each, a "SUBSTITUTION WINDOW EXPIRATION DATE").
(b) In the event of that Guarantor elects to purchase a Property, Guarantor shall simultaneously sell to the voluntary Acquirer a Replacement Property that has previously been approved in writing by the financial institution (the "LENDER") that has made to the Acquirer or involuntary termination of Purchaser's employment or consulting relationship an Affiliate thereof a loan (the "LOAN") secured by the Property in accordance with the Company qualifications for any reason a Replacement Property under such Lender's requirements. Each date on which the transactions contemplated by this Section 3 are consummated with respect to a Property and a Replacement Property shall be known as a "SUBSTITUTION DATE", which Substitution Date in all events shall not be later than ninety (including death or disability), with or without cause, the Company shall upon 90) days after the date of such termination the applicable Substitution Option Notice. The parties shall reasonably cooperate to consummate the substitution contemplated by this Section 3 within the aforesaid ninety (the "Termination Date"90) have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion day period. The value of the Unvested Shares held by Purchaser as of Replacement Property shall be approximately equal to the Termination Date which have not yet been released from Purchase Price allocated to the Company's Repurchase Option at Property being replaced but in no event less than the original purchase price per Share specified in Section 1 (adjusted for any stock splitsPurchase Price allocated to such Property, stock dividends and the likeaggregate value of all Replacement Properties shall not exceed the aggregate value of such replaced Properties by more than Three Million Dollars ($3,000,000.00).
(iic) The Repurchase Option On the Substitution Date:
(i) Guarantor shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery execute, or cause the Designated Grantee (as hereinafter defined) to Purchaser or Purchaser's executor with such notice of execute, a check lease in the amount form attached hereto as Exhibit 1(c) for the Replacement Property (provided, however, (I) that the initial term of such lease shall be the unexpired initial term of the purchase price lease of the Property being repurchased, plus two five (5) year renewal periods, and (II) during each year of the term of the lease for the Shares Replacement Property, the base rent and escalation thereunder shall be not less than the base rent and escalation under the lease for the applicable Property being purchasedrepurchased, or (B) execute a guaranty in the event Purchaser is indebted to the Companyform attached hereto as Exhibit 2(b), by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) execute, acknowledge, and deliver to the Acquirer a special warranty deed for the Replacement Property, (D) pay the Allocated Property Cost (as hereinafter defined) for such Property in cash or readily available funds (E) execute, acknowledge and deliver to the Acquirer such other documents as may reasonably be requested by a combination the Acquirer or the Lender, and (F) pay to the Acquirer all out-of-pocket costs incurred by the Acquirer in connection with such purchase of the Replacement Property and sale of the Property (including, without limitation, costs incurred in connection with title insurance policies, surveys, zoning reports, appraisals, building condition surveys, attorneys' fees, deed, mortgage and other recordation, transfer, document and stamp taxes, and any fees imposed by the Lender in connection with such substitution); and
(ii) the Acquirer shall (A) execute, acknowledge and deliver to Guarantor or the Designated Grantee a special warranty deed for the Property, (B) so that execute and deliver the combined payment lease for the Replacement Property set forth in Section 3(c)(i)(A) and cancellation (C) pay the Replacement Property Purchase Price (as hereinafter defined) in cash or readily available funds. The Property shall be conveyed to Guarantor or the Designated Grantee in its "as is" condition as of indebtedness equals such purchase price. Upon delivery the Substitution Date, subject to all restrictions, covenants, declarations, and easements of record as of such notice date 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Optiontenancy of the applicable entity under the applicable Sonic Lease. The Unvested Shares Guarantor shall be released from provide to the Repurchase Option Acquirer representations and warranties customary in accordance a sale transaction in connection with the Vesting Schedule set forth in conveyance of the Notice of Stock Option Grant until all Shares are released from the Repurchase OptionReplacement Property. Fractional shares The Substitution Date shall be rounded occur, if at all, prior to the nearest whole share.
earlier of (ivX) In the event Substitution Window Expiration Date, and (Y) the date on which the Loan (as hereinafter defined) is discharged. "ALLOCATED PROPERTY COST" shall mean the Purchase Price allocated to the Property being replaced, plus all allocated costs capitalized by the Acquirer in connection with the Acquirer's acquisition and ownership of a proposed sale of all or substantially all such Property. "REPLACEMENT PROPERTY PURCHASE PRICE" shall mean the fair market value of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except Replacement Property as determined by an appraisal reasonably acceptable to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantAcquirer.
Appears in 1 contract
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship arrangement with the Company (the "Employment Arrangement") for any reason reason, with or without cause (whether voluntary or involuntary, including death or disability) (collectively referred to as the "Termination"), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, irrevocable and exclusive option (the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion up to the total number of the Unvested 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 (3.1(b) at the Original Issuance Price per Share, as adjusted for any stock splits, stock dividends dividends, consolidations and the like).
(iib) 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 All 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 purchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares Purchaser shall initially be subject to the Repurchase Option. The Unvested Thereafter, the Shares initially subject to the Repurchase Option shall be released from the Repurchase Option Option, cumulatively, as to one fourth (1/4) of such shares after twelve (12) months following such Vesting Commencement Date and as to one forty-eighth (1/48) of such Shares after each month following such twelve (12) month period during the Employment Arrangement.
(c) Within sixty (60) days following Purchaser's Termination, the Company shall notify Purchaser as to whether it (or its assignee) wishes to purchase all or a portion of the Shares pursuant to the exercise of the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Purchaser in accordance writing of its (or its assignee's) intention to purchase such Shares hereunder at the repurchase price per share set pursuant to Section 3.1(a) and either (i) set a date and location for the closing of the transaction not later than thirty (30) days from the date of such notice at which time the Company (or its assignee) shall tender payment for the Shares or (ii) close the transaction by mail by including payment for the Shares with the Vesting Schedule set forth Company's notice to Purchaser. Payment for the Shares may be in the Notice form of Stock cash, the Company's check or cancellation of all or a portion of Purchaser's indebtedness to the Company or any combination thereof. At such closing, the certificate(s) representing the Shares so purchased shall be delivered to the Company and cancelled (or the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificate(s) shall be deemed cancelled (or the Shares transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company by certified or registered mail. Shares subject to the Repurchase Option Grant until all Shares are as to which the Company (or its assignee) has not exercised its Repurchase Option within ninety (90) days following Purchaser's Termination shall be released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Repurchase Option. (ia) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the voluntary Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or involuntary termination all or substantially all of Purchaser's employment or consulting relationship with the assets of the Company for any reason (including death or disability), with or without causeto a third party, the Company Purchaser shall upon give the date Stockholder 45 days advance written notice of such termination (a proposed transaction; whereupon, the "Termination Date") Stockholder shall have an irrevocable, exclusive option (the "“Repurchase Option"”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a period of 60 days from such date check or checks in the amount equal to repurchase all or any portion the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Unvested Shares held by Purchaser as Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Termination Date which have not yet been released Repurchase Option Notice and Repurchase Consideration from the Company's Stockholder (the “Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the likeClosing”).
(iib) 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 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Vesting Schedule set forth in Stockholder shall have a right to retain the Notice of Stock Option Grant until all Shares are released from Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Repurchase Option. Fractional shares Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be rounded delivered to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, Purchaser at the Repurchase Option shall terminate automatically Closing for cancellation and the Shares subject to those terminated rights shall immediately vest in fullStockholder shall, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall continue have no further liability or obligation to lapse in accordance with the Vesting Schedule set forth in Stockholder or the Notice of Stock Option GrantCompany under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (ia) In Upon the event of the voluntary or involuntary termination of Purchaser's Recipient’s employment or consulting relationship with the Company and all Subsidiaries for any reason (including including, subject to Section 3(b), as a result of Recipient’s death or disability), with or without cause, the Company or its assignee shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive irrevocable option (the "“Repurchase Option"”) for a period of 60 days from such date to repurchase any and all unvested Shares from Recipient, at a price of $0.01 per share (the “Option Price”), as more particularly set forth in this Section 3; provided, however, that if such termination is (i) by the Company or any portion Subsidiary for any reason other than “cause” (as defined in the Recipient’s employment agreement with the Company) or (ii) by the Recipient for “good reason” (as defined in such Recipient’s employment agreement with the Company), then all of the Unvested Shares held by Purchaser as shall be deemed to be vested and not subject to the Repurchase Option.
(b) On the first anniversary of the Termination Date which have not yet been date hereof 25% of the Shares shall vest and be released from the Company's Repurchase Option, on the second anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option, on the third anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option at and on the original purchase price per Share specified fourth anniversary of the date hereof all of the remaining Shares shall vest and be released from the Repurchase Option (each such anniversary of the date hereof, a "Vesting Date"); provided, however, that (i) if a Change in Section 1 Control (adjusted for as defined in the Plan) of the Company occurs, all the Shares shall immediately vest and be released from the Repurchase Option and (ii) upon the termination of Recipient's employment with the Company and all Subsidiaries as a result of the Recipient's death or disability, any stock splits, stock dividends Shares scheduled to vest on the first Vesting Date following such termination shall immediately vest and be released from the like)Repurchase Option.
(iic) The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered in accordance with Section 13(a). Such notice shall identify the number of Shares to be purchased and shall notify Recipient of the time, place and date for settlement of such purchase. The Company shall be entitled to pay for any Shares purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to 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 purchasedRecipient, 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 priceboth. 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 PurchaserRecipient.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Ani Pharmaceuticals Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship of Purchaser with the Company for any reason reason, with or without cause (including death or disability) (a "Termination"), with or without cause, the Company shall shall, upon the date of such termination (the "Termination Date") termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Unvested Shares held by Purchaser as of such date, to the Termination Date which extent such Shares 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).
(ii) Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's his executor and, at the Company's option, (Ai) by delivery to the Purchaser or Purchaser's executor his executor, with such notice Notice, of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price Repurchase Price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase priceRepurchase Price. Upon delivery of such notice and payment of the purchase price Repurchase 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) One hundred percent (100%) . If a Termination occurs at any time after the date hereof and prior to the last day of the Unvested Shares shall initially be subject to twelfth full calendar month February 1, 1997 (the "Initial Period"), the Repurchase OptionOption shall apply to 100% of the Shares. The Unvested On the last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option in accordance with and 1/48th of the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are shall be released from the Repurchase OptionOption on the last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share.
(iv) In . Notwithstanding the event foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a proposed sale of all or substantially all of the assets of the Company's assets or a merger , unless the stockholders of the Company with immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or into another corporationconsolidation or the entity purchasing such assets, or the Repurchase Option shall terminate automatically and sale or transfer of more than 50% of the Shares subject Company's Common Stock to those terminated rights shall immediately vest in fulla person or persons acting as a group, except to the extent the Agreement who is assumed or are not controlled directly or indirectly by the successor corporation Company, in a single transaction or a parent or subsidiary series of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantrelated transactions.
Appears in 1 contract
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of PurchaserStockholder's employment or consulting relationship with the Company is terminated (i) voluntarily by the Stockholder or (ii) by the Company "for any reason cause" before all of the shares of Restricted Stock are released from the Company's repurchase option (including death or disabilitysee Section 2), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date"Company) have an irrevocable, exclusive option (which option may be assigned by the Company pursuant to Section 7(b)) (the "Repurchase Option") for a period of 60 90 days (or such longer period of time either mutually agreed to by Stockholder and the Company or determined by the Company in good faith to be necessary to avoid the loss of "qualified small business stock" treatment under Section 1202 of the Internal Revenue Code for any stockholder other than Stockholder) from such date to repurchase some or all or any portion of the Unvested Unreleased Shares held (as defined in Section 2) at such time at the original price per share paid by Purchaser as Stockholder for the Restricted Stock (the "Repurchase Price"). In the event Stockholder's employment with the Company is terminated by the Company other than "for cause," all shares of the Termination Date which have not yet been Restricted Stock shall be 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).
(ii) The Repurchase Option shall terminate and be of no further force or effect. Said Repurchase Option shall be exercised by the Company by written notice to Purchaser Stockholder or PurchaserStockholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at the Company's option, (Ai) by delivery to Purchaser Stockholder or PurchaserStockholder's executor with such notice of a check in the amount of the purchase price aggregate Repurchase Price for the Shares Restricted Stock being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such any of Stockholder's indebtedness to the Company equal to the purchase price aggregate Repurchase Price for the Shares Restricted Stock being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.Upon
Appears in 1 contract
Repurchase Option. (i) In the event of the voluntary or involuntary ----------------- termination of Purchaser's employment or consulting relationship of Purchaser with the Company for any reason (including death or disability)reason, with or without causecause (a "Termination"), the Company shall shall, upon the date of such termination (the "Termination Date") Termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Unvested Shares held by Purchaser as of such date, to the Termination Date which extent such Shares 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).
(ii) Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's his executor and, at the Company's option, (Ai) by delivery to the Purchaser or Purchaser's executor his executor, with such notice notice, of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price Repurchase Price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase priceRepurchase Price. Upon delivery of such notice and payment of the purchase price Repurchase 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.
(iiii) One hundred percent If a Termination occurs prior to a Change of Control, as defined below, for any reason at any time after the date hereof and prior to the last day of__________, 199__, the Repurchase Option shall apply to forty-six forty-eighths (100%46/48) of the Unvested Shares shall initially be subject to Shares. On the Repurchase Option. The Unvested last day of _________, 199__, three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option in accordance with and one forty-eighth (1/48) of the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are shall be released from the Repurchase OptionOption on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a result of Purchaser's death or total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(i) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months.
(ivii) In If a Termination occurs following a Change of Control, as defined below, for any reason the number of Shares subject to the Repurchase Option shall be calculated as follows:
(x) fifteen forty-eighths (15/48) of the Shares shall be released on _____________, 199__, and
(y) one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a proposed result of Purchaser's death or Disability, the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(ii) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months.
(iii) For the purposes of the foregoing, a Change of Control shall occur upon the closing of (A) a merger or consolidation of the Company with or into any other corporation or other entity, or sale of all or substantially all of the assets of the Company's assets or a merger , unless the stockholders of the Company with immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or into another corporationconsolidation or the entity purchasing such assets, or (B) upon a sale or transfer of more than 50% of the Repurchase Option shall terminate automatically and the Shares subject Company's Common Stock to those terminated rights shall immediately vest in fulla person or persons acting as a group, except to the extent the Agreement who is assumed or are not controlled directly or indirectly by the successor corporation Company, in a single transaction or a parent or subsidiary series of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantrelated transactions.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Godigital Networks Corp)
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with Executive ceases to be employed by the Company and its Subsidiaries for any reason (including death or disabilitythe “Termination”), with the Executive Securities (whether held by the Executive or without cause, one or more of the Executive’s Permitted Transferees (as defined in the Stockholders Agreement) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option for any Executive Securities shall upon become effective: (i) if the Executive has not reached the age of 65 on or prior to the date of such termination the Termination, on the later of the date the Executive has held the Executive Securities for six months or the date of the Termination or (ii) if the Executive has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Executive reached the age of 65, the date the Executive has held the Executive Securities for six months or the date of the Termination (the "Termination “Repurchase Date"”).
(b) If the Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Executive reaches the age of 65 and, at the time of such termination, Executive could not have an irrevocablebeen terminated by the Company or such Subsidiary with Cause, exclusive option the purchase price for the Executive Securities shall be the Fair Market Value thereof on the Repurchase Date. If the Executive’s employment with the Company and its Subsidiaries is (i) terminated by the "Company or any such Subsidiary for Cause, or (ii) voluntarily terminated by the Executive prior to the date upon which the Executive reaches the age of 65, the purchase price for the Executive Securities shall be the lower of Fair Market Value on the Repurchase Option"Date and Original Cost thereof.
(c) for a period of 60 days from such date The Company may elect to repurchase purchase all or any portion of the Unvested Shares Executive Securities by delivering written notice (the “Repurchase Notice”) to the holder or holders of Executive Securities within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such Executive Securities and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied, to the extent possible, from the Executive Securities held by Purchaser as the Executive at the time of delivery of the Termination Date Repurchase Notice. If the number of Executive Securities then held by the Executive is less than the total number of Executive Securities which have not yet been released the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the Company's Repurchase Option other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends and determined as nearly as practicable to the likenearest whole share).
(iid) The If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option shall be exercised by for the Executive Securities which the Company by has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to Purchaser or Purchaser's executor and, at each of the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice holders of a check in Investor Shares setting forth the amount number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares being purchased, may elect to purchase any or (B) in all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event Purchaser is indebted that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the Companynumber of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, by cancellation by and in any event within five (5) days after the Company of an amount expiration 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 above60-day period, the Company shall become notify each holder of Executive Securities as to the legal number of Executive Securities being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Executive Securities which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Executive Securities and beneficial owner the time and place of the closing of the transaction.
(e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Executive Securities. The Company and the holders of Investor Shares being repurchased will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all rights sellers’ signatures be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and interest therein in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise required to make or related theretocreate a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall have inform the right to transfer to its own name Executive of such restrictions in the number Repurchase Notice) and shall consummate such repurchase of Shares being repurchased Executive Securities promptly following the cessation of all such restrictions thereon (by giving the Company, without further action by Purchaserholder or holders of Executive Securities a new Repurchase Notice).
(iiig) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger right of the Company with or into another corporation, and the Repurchase Option holders of Investor Shares to repurchase Executive Securities pursuant to this Section 2 shall terminate automatically and upon the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or consummation of a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option GrantPublic Offering.
Appears in 1 contract
Samples: Stock Option Agreement (CHG Healthcare Services, Inc.)
Repurchase Option. (i) In If Purchaser voluntarily terminates his employment relationship with the event of Company or if the voluntary or involuntary termination of Company terminates Purchaser's employment or consulting relationship with the Company for any reason Cause (including death or disabilityas defined below), 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 Unvested 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 share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(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) One hundred percent (100%) 75% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested 1/48 of the total number of Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule Commencement Date (as set forth in on the Notice signature page of Stock Option Grant this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 236,250 of the Shares that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(ivB) In the event of a proposed sale Change of all Control (as defined below) during the term of Purchaser's employment with the Company and (a) Purchaser is not offered a position with similar responsibilities (at the same or substantially all greater base salary and bonus potential) by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles from your residence, 100% of the Company's assets or Shares shall be released from the Repurchase Option on the effective date of the transaction. For purposes of the foregoing sentence, it is agreed that managing the online division of a merger major drugstore chain will not constitute a position with similar responsibilities. Subject to such exception, however, Purchaser and the Company agree that a position with similar responsibilities will include any position in which Purchaser continues to run the operations of the Company with or into another corporationfull executive responsibility for strategic and business planning, profit and loss, marketing, pricing and sales. Purchaser further agrees that Purchaser's responsibilities at the Repurchase Option surviving corporation shall terminate automatically not be considered to be dissimilar solely because the acquiring company combines and operates warehousing, distribution and other similar operations.
(iv) The following terms referred to in this Section 3 shall have the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.following meanings:
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaserthe Shareholder'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 ----------------- sixty (60) days from such date to repurchase all or any portion of the Unvested Shares held by Purchaser the Shareholder 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 of such Shares (adjusted for any share exchanges, 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 such Shares from causing other capital stock of the Company to lose its status as "qualified 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 the Shareholder or Purchaserthe Shareholder's executor and, at the Company's option, (A) by delivery to Purchaser the Shareholder or Purchaserthe Shareholder'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 the Shareholder 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 accordance with the ways described aboveforegoing, 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 Purchaserthe Shareholder.
(iii) One hundred percent (100%) 795,625 of the Unvested Shares (the "Vesting Shares") shall -------------- initially be subject to the Repurchase Option. The Unvested 1/36th of the Vesting Shares shall be released from the Repurchase Option in accordance with on each monthly anniversary of the Vesting Schedule set forth in the Notice of Stock Option Grant Effective Date, until all Vesting Shares are released from the Repurchase OptionOption (provided in each case that the Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Stock Restriction Agreement (Moai Technologies Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaserthe Optionee's ----------------- full time employment or consulting relationship with the Company for any reason (including death or disability)reason, with or without cause, whether voluntarily or involuntarily, including by reason of death or disability (herein referred to as the Company shall "Termination"), upon the date of such termination (Termination the "Termination Date") Company shall have an irrevocable, irrevocable and exclusive option (the "Repurchase Option") for a period of 60 days from such date to repurchase all or any portion that number of Shares by which the aggregate number of Shares purchased by Optionee pursuant to this Option exceeds the number of Vested Shares, as determined upon the date of such Termination ("Unvested Shares"). The Company shall pay to Optionee the Original Issuance Price per Share multiplied by the number of Unvested Shares held by Purchaser as of to which the Termination Date which have not yet been released from Company exercises the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (as adjusted for any stock splits, stock dividends dividends, combinations and the like) (the "Repurchase Price").
. Within sixty (ii60) The Repurchase Option shall be exercised by days following the Company by written notice last day upon which Optionee may purchase Shares pursuant 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 abovethis Option, the Company shall become the legal and beneficial owner notify Optionee as to whether it (or its assignee) wishes to purchase all or a portion 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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Company shall obtain the consent of Optionee for the repurchase of a portion but not all of Optionee's Shares subject to the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares, it shall notify Optionee in writing of its (or its assignee's) intention to purchase all or a portion of such Shares) at the Repurchase Price, and either (i) set a date and location for the closing of the transaction not later than thirty (30) days from the date of such notice, at which time the Company (or its assignee) shall tender payment for such Shares, or (ii) close the transaction by mail by including payment for such Shares with the Company's notice to Optionee. Payment for the Shares may be in the form of cash, check, cancellation of all or a portion of Optionee's indebtedness to the Company or any combination thereof. At such closing, the certificates representing the Shares so purchased shall be delivered to the Company and canceled (or the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificates shall be deemed canceled (or the Shares transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Optionee to the Company by certified or registered mail. Shares subject to the Repurchase Option as to which the Company (or its assignee) has not exercised the Repurchase Option within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Intervideo Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship of Purchaser with the Company for any reason (including death or disability), with or without causereason, the Company shall shall, upon the date of such termination (the "Termination Date") termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from such after the date of termination to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date such date which have not yet been released from the Company's Repurchase Option ’s repurchase option pursuant to the release provisions below at the original purchase price per Share paid by Purchaser specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) 1.2. The Repurchase Option option shall be exercised by the Company by delivery of written notice of exercise of option to Purchaser or Purchaser's executor and, at the Company's option, his representative accompanied by either (Ai) 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 equal to the Company, by cancellation number of Shares repurchased by the Company multiplied by the per share Purchase Price set forth in Section 1.2 (the “Repurchase Price”) or (ii) the cancellation of a portion of the Purchaser’s loan obligations due to the Company under the Note in 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 priceRepurchase Price. Upon delivery of such notice and payment of the purchase price in any of the ways described aboveRepurchase Price, 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) One hundred . Twenty five percent (10025%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares held by Purchaser shall be released from the Repurchase Option in accordance with Company’s repurchase option each annual anniversary of the Vesting Schedule effective date of this Agreement (each, a “Release Date”), provided that Purchaser is still employed by Company on such Release Date. Prior to and after expiration of the repurchase options set forth in herein, the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded remain subject to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all provisions of the Company's assets or a merger of the Company with or into another corporation’s Stock Restriction Agreement, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest so long as such agreement remains in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Granteffect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Corsair Components, Inc.)
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 DateTERMINATION DATE") have an irrevocable, ---------------- exclusive option (the "Repurchase OptionREPURCHASE OPTION") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Unvested 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 I (adjusted for any stock splits, stock dividends and the like).
(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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Early Exercise Notice and Restricted Stock Purchase Agreement (Top Tier Software Inc)
Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company ’s Continuous Service Status for any reason (including death or disabilityDisability), 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 months from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's ’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time within months following the Termination Date to Purchaser or Purchaser's ’s executor and, at the Company's ’s option, (A) by delivery to Purchaser or Purchaser's ’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) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested of the total number of Shares shall be released from the Repurchase Option in accordance with on , and an additional of the Vesting Schedule set forth in total number of Shares shall be released from the Notice Repurchase Option on the day of Stock Option Grant each month thereafter, until all Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Samples: Common Stock Purchase Agreement
Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with that Executive ceases to be employed by the Company and its Subsidiaries for any reason (including death or disabilitythe "SEPARATION"), with the Executive Stock (whether held by Executive or without causeone or more of Executive's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Company shall upon Investors and Xxx X. Xxxxx ("Bajaj") pursuant to the date of such termination terms and conditions set forth in this Section 3(a) (the "Termination DateREPURCHASE OPTION") have an irrevocable). A percentage of the Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, exclusive option calculated in accordance with the following schedule (the "Repurchase OptionORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 75% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 50% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 25% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES").
(b) for a period of 60 days from such date The Company may elect to repurchase purchase all or any portion of the Unvested Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Purchaser as Executive at the time of delivery of the Termination Date Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which have not yet been released the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the Company's Repurchase Option other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the original purchase price per Share specified in Section 1 time of delivery of such Repurchase Notice (adjusted for any stock splits, stock dividends determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the like)other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(iic) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall be exercised take place on the date designated by the Company by written in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to Purchaser or Purchaser's executor andbe delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at the Company's its option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Shares being purchasedExecutive Stock purchased by them by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or (B) in if the event Purchaser Fair Market Value of a Fair Market Value Share is indebted otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of 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) Investors 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 Bajaj shall have the right to transfer revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to its own name the number of Shares being be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) the thirty-day period beginning on the date the Company, without further action the Investors and Bajaj receive Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by Purchaser.the Board
(iiig) One hundred percent (100%) The provisions of this Section 3 shall terminate upon the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event consummation of a proposed sale of all or substantially all Sale of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.
Appears in 1 contract
Repurchase Option. (i) In the event of (i) the voluntary or involuntary termination ----------------- of Purchaser's employment or consulting relationship with the Company, other than a Constructive Termination (as defined below) or (ii) the termination of Purchaser's employment relationship with the Company "for any reason Cause" (including death or disabilityas defined below), 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 sixty (60) days from such date to repurchase all or any portion of the Unvested Shares held by the Purchaser as of the Termination Date such date which have not yet been released from the Company's Repurchase Option repurchase option, at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) . The Repurchase Option option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor and, at the Company's option, (Ai) by delivery to the Purchaser or the Purchaser's executor with such notice Notice of a check in the amount of the purchase price for the Shares being purchased, or (Bii) in the event the 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 (Ciii) by a combination of (Ai) and (Bii) 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 the Purchaser.
(iii) . One hundred percent (100%) of the Shares purchased by the Purchaser (the "Unvested Shares Shares") shall initially be subject to the Repurchase OptionCompany's repurchase option as set forth above. The Thereafter, the Unvested Shares held by the Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that the Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): twenty-five (25%) of the Unvested Shares shall be released from the Repurchase Option in accordance with Company's repurchase option immediately upon the start of the Vesting Schedule Commencement Date (as set forth on the signature page of this Agreement) and then the balance of Unvested Shares shall be released from the Company's repurchase option in equal successive monthly installments upon the Notice completion of Stock Option Grant each of the next forty-eight (48) months thereafter, until all Shares are released from the Repurchase OptionCompany's repurchase option; provided, however, that in the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, and if and only if the shareholders of the Company immediately prior to such sale or merger do not own a majority of the outstanding voting securities of the acquiring or surviving company, then all of the then Unvested Shares held by Purchaser shall be released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.
(iv) In . Upon the event of a proposed sale of all expiration or substantially all exercise of the Company's assets repurchase option described in this Section 3(a), a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(b) of this Agreement and delivered to the Purchaser.
(1) For purposes of this Section 3(a), termination "for Cause" shall mean (i) the willful failure by Purchaser substantially to perform his material duties after a merger written demand for substantial performance is delivered to Purchaser by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that Purchaser has not substantially performed his material duties (including without limitation the failure by Purchaser to follow any reasonable specific directive established by a majority of the disinterested members of the Company's Board of Directors and of which Purchaser is given notice), which failure to perform continues for 30 days after such written notice (or, if longer than 30 days is reasonably required to cure, where such failure to perform continues beyond the end of the period reasonably required to cure, provided that such extension of the cure period beyond 30 days will apply only if Purchaser diligently seeks to cure during such extension period and further provided that in no event shall the total period to cure exceed 60 days); (ii) bad faith conduct related to the Company or the performance of Purchaser's material duties for the Company; or (iii) the conviction of Purchaser of any crime involving the property or business of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grantits affiliates.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Foundry Networks Inc)
