Repurchase Options. (a) In the event Employee ceases to be employed by the Company and its Subsidiaries for any reason (a “Termination”), all of the Unvested Shares will be subject to repurchase by the Parent pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”).
(b) The purchase price for each Unvested Share will be Employee’s Original Cost for such share.
(c) The board of directors of the Parent (the “Board”) may elect to cause the Parent to purchase all or any portion of any of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the Employee within 90 days after the Termination for any Unvested Shares. The Repurchase Notice will set forth the number of Unvested Shares to be acquired, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. Additionally, the Board may cause the Parent to assign its rights under this Section 3 to one or more of its Affiliates.
(d) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Parent in the Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of such notice. The Parent will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts for money borrowed from the Parent or for travel and expense advances owed by Employee to the Parent; upon full repayment of such bona fide debts, the Parent will make payment by a check or wire transfer of funds in the aggregate amount of the remaining purchase price for such Unvested Shares. The Parent will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Parent shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Parent’s and its Subsidiaries’ debt and equity financing agreements.
Repurchase Options. In addition to any restrictions imposed by the Bylaws of the Company, the Company has two independent options to repurchase the Repurchasable Stock: Performance; and Time-Based (collectively referred to herein as the "Repurchase Options"). Each reference to Repurchasable Stock in this Agreement shall mean the number of shares of Repurchasable Stock after giving effect to any adjustment in the aggregate number of shares of Repurchasable Stock as a result of the exercise of any of the preceding Repurchase Options. The Repurchase Options may be triggered by one of the following Repurchase Events ("Repurchase Event"):
Repurchase Options. (a) If Employee breaches his obligations under Section 1 or Section 2 hereof, Employer or AirGate PCS, Inc. shall have the option to repurchase any and all shares then owned by Employee and acquired by Employee pursuant to the AIRGATE PCS, INC. 1999 Stock Option Plan (the "Plan") at a purchase price equal to Employee's Option Price thereunder. Employer or AirGate PCS, Inc. shall exercise its option by notifying Employee of such exercise in writing, within ten (10) days of which Employee shall deliver certificates for such shares, duly endorsed in blank, free and clear of all liens and encumbrances, and Employer or AirGate PCS, Inc. shall concurrently deliver payment therefor. If Employee fails to so deliver such certificates, AirGate PCS, Inc. may cancel such shares of record and deposit payment into escrow, for release to Employee pending delivery of the endorsed share certificates. Following full satisfaction by Employee of his obligations pursuant to this Section 3, Employer agrees to release Employee from his covenants in Section 2(a).
(b) If, after termination of employment, Employee disparages Employer or any officer, director, shareholder, employee or representative of Employer, then without regard to whether Employee has breached his obligations under Section 2 hereof, Employer or AirGate PCS, Inc. shall have the option to repurchase any and all shares then owned by Employee and acquired by Employee pursuant to the Plan at the option price and in the same manner as is provided in Section 3(a); provided, however, the last sentence of Section 3(a) shall not apply.
Repurchase Options. The Buyer acknowledges that the Repurchase Options, as amended, have expired by their terms and the Company has no financial or equity interest in SST or right to acquire SST or any of SST's outstanding securities or assets.
Repurchase Options. In addition to such other buy-sell terms, rights of first refusal, repurchase rights and/or similar provisions as are included herewith as determined by Company, the following terms and conditions apply to Company’s rights to repurchase Shares under the provisions of Section 3 in the Stock Option Grant:
Repurchase Options. Sellers shall have the option to repurchase portions of the Acquired Assets in forty quarterly segments commencing on June 30, 1998 and continuing on each September 30 1, December 31, March 31 and June 30 thereafter. The portion of the Acquired Assets which is subject to such purchase option on each of the forty dates (each an "option block") is described in Exhibit I. Exhibit I also sets forth the portion of the Purchase Price allocable to each such portion of the Acquired Assets. The option price for each option block is equal to the operating cash flow (determined by multiplying the Sites' cash flow for the month most recently ended as of the exercise date by 12) for the Sites included in the option block multiplied by 28; provided, that in no event shall the option price be less than $250,000 for any one Site. This option may not be assigned by the Sellers other than to persons controlling, controlled by or under common control with the Sellers. The Sellers may exercise an option by, and only by, delivering written notice of exercise of such option no later than the exercise date. The Sellers may elect at any time, or from time to time, to terminate the exercisability of one or more of the quarterly option segments. If the Sellers fail to exercise a quarterly option on an exercise date, the option with respect to the next option group on Exhibit I shall lapse and shall no longer be exercisable. The purchase price under each option shall be paid in cash. If an option is exercised, the terms of sale shall include no representations or warranties by the Buyer except the absence of Security Interests with respect to the assets purchased.
Repurchase Options. In the event that (i) the Company has the right to exercise any Repurchase Option pursuant to the terms of the applicable RSPA, and (ii) the Company fails to exercise such Repurchase Option within the Company’s Exercise Period, then the Company shall promptly give notice to the Investors and at any time within 15 days after such notice, each Investor may, by giving written notice to the Company, elect to purchase all or any portion of such Investor’s pro rata share of such Unreleased Shares.
Repurchase Options. If this Agreement terminates pursuant to Section 2.02 as a result of the material default of INSYS at any time after INSYS has exercised the Equity Conversion Option, then APL (or Parent) would have the right, but not the obligation, at any time after such termination, to repurchase the Conversion Interests for the then fair market value (determined by an independent qualified appraiser giving due consideration to the termination of this Agreement). If APL exercises its repurchase right, APL would have the right to offset against the repurchase price any amounts owed APL under this Agreement, and if there is a dispute regarding APL’s good faith estimate of amounts owed to it under this Agreement, then APL would deposit any amounts owed to INSYS in connection with the repurchase into an escrow pending the final resolution of the amounts owed.
Repurchase Options. (a) In the event of the dissolution or liquidation of the Hilco Stockholder, the Hilco Stockholder (or its successor) shall promptly give written notice to the Xcel Stockholder and the Company of such occurrence. The Xcel Stockholder shall have the option, exercisable at any time from the date upon which the Xcel Stockholder receives written notice of such dissolution or liquidation, to purchase all (and not less than all) of the Hilco Stockholder’s Class B Common Stock for cash consideration equal to the Appraised Value of the Hilco Stockholder’s Class B Common Stock, as determined in accordance with Section 2.01(c)Section 2.03(c), mutatis mutandis. The Xcel Stockholder shall exercise its option by giving written notice to the Hilco Stockholder (or its representative or successor), stating its intention to exercise such option and specifying a closing date for the repurchase contemplated hereby, which date shall be no later than 90 days from the giving of such notice by the Xcel Stockholder. The closing of any repurchase of the Class B Common Stock pursuant to this Section 3.05(a) shall occur on or prior to the end of business on such 90th day (or if such day shall not be a Business Day, the next Business Day) and if the closing does not occur on such date, the Xcel Stockholder’s option under this Section 3.05(a) shall expire and shall thereafter be null, void and of no further force or effect. At the closing of the repurchase of Class B Common Stock pursuant to this Section 3.05(a), the Hilco Stockholder and the Xcel Stockholder (or their respective representatives or successors) shall execute and deliver mutual general releases in the form attached hereto as [Exhibit B] in favor of the other and of each of its Affiliates.
Repurchase Options. In the event of the dissolution or liquidation of the Class A Member, the Class A Member (or its successor) shall promptly give written notice to the Class B Member and the Company of such occurrence. The Class B Member shall have the option, exercisable at any time from the date upon which the Class B Member receives written notice of such dissolution or liquidation, to purchase all, but not less than all, of such Class A Units for cash consideration equal to the then fair market value of such Member’s Units, as determined by an independent appraiser appointed by the Board the fees of which shall be borne equally by the Class A Member and the Class B Member. In the absence of manifest error, the determination of the fair market value of the Units by the third-party appraiser shall be final and binding on all parties and shall not be subject to contest. The Class B Member shall exercise its option by giving written notice to the Class A Member (or its representative or successor), stating its intention to exercise such option and specifying a closing date for the repurchase contemplated hereby, which date shall be no later than 90 days from the giving of such notice by the Class B Member. The closing of any repurchase of the Units pursuant to this Section 3.10 shall occur on or prior to the end of business on such 90th day (or if such day shall not be a Business Day, the next Business Day) and if the closing does not occur on such date, the Class B Member’s option under this Section 3.10 shall expire and shall thereafter be null, void and of no further force or effect. At the closing of the repurchase of Units pursuant to this Section 3.10, the Class A Member and the Class B Member (or its representative or successor) shall execute and deliver mutual general releases in the form attached hereto as Exhibit A in favor of the other and of each of its Affiliates.
