Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. Pursuant to the Repurchase Option, ACP may elect to exercise the right to purchase all or any portion of the Unvested Shares by delivering written notice (the "Repurchase Notice") to Executive no later than 90 days after the end of the Employment Period; provided, that such 90-day period may be tolled in accordance with Section 2.04(e) below. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares and the time and place for the closing of the transaction (the "Repurchase Closing"). In the event that ACP elects to purchase a portion of such Unvested Shares pursuant to the terms of this Section 2.04, if any Unvested Shares are held by transferees of Executive, ACP shall first, purchase the shares elected to be purchased from Executive to the extent of the Unvested Shares then held by Executive and second, purchase any remaining shares elected to be purchased from such other holder(s) of Unvested Shares pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of shares of each class of Unvested Shares to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares to be purchased from such holders.

Repurchase Procedures. Pursuant After the termination of Executive’s employment with Xxxxxx’x for any reason, subject to the Repurchase Optionrequired consent by Executive under Section 9(a)(i)(x) of this Agreement, ACP the Company may elect to exercise the right to purchase all or any portion of Repurchase Shares (in the Unvested Shares amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the Repurchase Option by delivering a written notice (the "“Repurchase Notice"”) to Executive no later than 90 days after and/or any other holder or holders of Repurchase Shares and the Investors at any time prior to the end of the Employment Period; provided, that four-month period commencing on the date of such 90-day period may be tolled in accordance with Section 2.04(e) belowtermination of employment. The Repurchase Notice will shall set forth the number of Unvested Shares shares of each class and type of such stock to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares shares of such stock and the time and place for the closing of the transaction (the "Repurchase Closing")transaction. In the event that ACP elects to purchase a portion The number of such Unvested Shares pursuant to the terms of this Section 2.04, if any Unvested Shares are held by transferees of Executive, ACP shall first, purchase the shares elected to be purchased from Executive repurchased by the Company shall first be satisfied to the extent possible from the Repurchase Shares held by Executive at the time of delivery of the Unvested Repurchase Notice. If the number of Repurchase Shares then held by Executive and secondis less than the total number of Repurchase Shares the Company has elected to purchase, the Company shall purchase any the remaining shares elected to be purchased from such the other holder(s) of Unvested Shares Repurchase Shares, pro rata according to the number of Unvested Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest share) and whole shares). The Company shall have the number right to purchase all or any portion of the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares of each class of Unvested Shares to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares to be purchased from such holdersunder this Section 9.

Repurchase Procedures. Pursuant to the Repurchase Option, ACP The Company may elect to exercise the --------------------- right to purchase all or any portion of the Unvested Shares shares of Employee Stock pursuant to the Repurchase Option by delivering written notice (the "Repurchase Notice") to Executive ----------------- the holder or holders of the Employee Stock within 45 days of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date, within 45 days of the date any such Employee Stock is issued or (ii) in the case of Employee's participation in any Competitive Activity during the Noncompete Period, within 45 days of the date the Company becomes aware of any such participation, but in no event later than 90 days the 45/th/ day after the end expiration of the Employment Noncompete Period; provided, that such 90-day period may be tolled in accordance with Section 2.04(e) below). The Repurchase Notice will set forth the number of Unvested Shares shares of Employee Stock to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares shares and the time and place for the closing of the transaction (the "Repurchase Closing")transaction. In the event that ACP elects to purchase a portion of such Unvested Shares pursuant to the terms of this Section 2.04, if If any Unvested Shares are Employee Stock is held by any transferees of ExecutiveEmployee, ACP the Company shall first, purchase the shares elected to be purchased from Executive to the extent of the Unvested Shares then held by Executive and second, purchase any remaining shares elected to be purchased from such other holder(s) of Unvested Shares Employee Stock, pro rata according to the number of Unvested Shares shares of Employee Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) ). If Employee Stock of different classes is to be purchased by the Company and Employee Stock is held by any transferees of Employee, the number of shares of each class of Unvested Shares Employee Stock to be purchased will be allocated among such other holders holders, pro rata according to the total number of Unvested Shares shares of Employee Stock to be purchased from such holderspersons.

Repurchase Procedures. Pursuant to the Repurchase Option, ACP the Company may elect to exercise the right to purchase all or any portion of the Unvested Shares shares of Award Stock issued to a Participant by delivering written notice or notices (the "each, a “Repurchase Notice"”) to Executive no later than 90 days after the end holder or holders of the Employment such Award Stock at any time and from time to time prior to the expiration of the Repurchase Period; provided, that such 90-day period may be tolled in accordance with Section 2.04(e2(f) below. The Each Repurchase Notice will set forth specifically identify the number shares of Unvested Shares Award Stock to be acquired from such holder(s), the repurchase price of such shares, the aggregate consideration (if any) to be paid for such Unvested Shares shares and the time and place for the closing of the transaction (the "each, a “Repurchase Closing"”). In the event that ACP the Company elects to purchase a portion of such Unvested Shares Award Stock pursuant to the terms of this Section 2.042(c), if any Unvested Shares shares of such Award Stock are held by transferees of Executivesuch Participant, ACP the Company shall first, purchase the shares elected to be purchased first from Executive such Participant to the extent of the Unvested Shares shares of such Award Stock then held by Executive such Participant and second, second purchase any remaining shares elected to be purchased from such other holder(s) of Unvested Shares Award Stock pro rata according to the number of Unvested Shares shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of shares of each class of Unvested Shares Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares shares of Award Stock to be purchased from such holderspersons.

Repurchase Procedures. Pursuant to the Repurchase Option, ACP the Company may elect to exercise the right to purchase all or any portion of the Unvested Shares shares of Award Stock issued to a Participant by delivering 67781-2 written notice or notices (the "each, a “Repurchase Notice"”) to Executive no later than 90 days after the end holder or holders of the Employment such Award Stock at any time and from time to time prior to the expiration of the Repurchase Period; provided, that such 90-day period may be tolled in accordance with Section 2.04(e2(f) below. The Each Repurchase Notice will set forth specifically identify the number shares of Unvested Shares Award Stock to be acquired from such holder(s), the repurchase price of such shares, the aggregate consideration (if any) to be paid for such Unvested Shares shares and the time and place for the closing of the transaction (the "each, a “Repurchase Closing"”). In the event that ACP the Company elects to purchase a portion of such Unvested Shares Award Stock pursuant to the terms of this Section 2.042(c), if any Unvested Shares shares of such Award Stock are held by transferees of Executivesuch Participant, ACP the Company shall first, purchase the shares elected to be purchased first from Executive such Participant to the extent of the Unvested Shares shares of such Award Stock then held by Executive such Participant and second, second purchase any remaining shares elected to be purchased from such other holder(s) of Unvested Shares Award Stock pro rata according to the number of Unvested Shares shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of shares of each class of Unvested Shares Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares shares of Award Stock to be purchased from such holderspersons.

Repurchase Procedures. Pursuant to After the Repurchase Optionremoval or resignation of Purchaser as a Board Member for any reason or no reason, ACP the Company may elect to exercise the right to purchase all or any portion of the Unvested Purchaser Shares (for the price set forth in Section 9(b) above) by delivering a written notice (the "“Repurchase Notice"”) to Executive no later than 90 days after Purchaser and/or any other holder or holders of Purchaser Shares and the Investors at any time prior to the end of the Employment Period; provided, that such 90-day three (3) month period may be tolled in accordance with Section 2.04(e) belowcommencing on the Removal Date. The Repurchase Notice will shall set forth the number of Unvested Shares shares of each class and type of such stock to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares shares of such stock and the time and place for the closing of the transaction (the "Repurchase Closing")transaction. In the event that ACP elects to purchase a portion The number of such Unvested Shares pursuant to the terms of this Section 2.04, if any Unvested Shares are held by transferees of Executive, ACP shall first, purchase the shares elected to be purchased from Executive repurchased by the Company shall first be satisfied to the extent possible from the Purchaser Shares held by Purchaser at the time of delivery of the Unvested Repurchase Notice. If the number of Purchaser Shares then held by Executive and secondPurchaser is less than the total number of Purchaser Shares the Company has elected to purchase, the Company shall purchase any the remaining shares elected to be purchased from such the other holder(s) of Unvested Shares Purchaser Shares, pro rata according to the number of Unvested Purchaser Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest share) and whole shares). The Company shall have the number right to purchase all or any portion of shares of each class of the Unvested Purchaser Shares to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares to be purchased from such holderswithout or before purchasing any Vested Purchaser Shares.

Repurchase Procedures. Pursuant After the termination of Executive's employment with Xxxxxx'x for any reason, subject to the Repurchase Optionrequired consent by Executive under Section 9(a)(i)(x) of this Agreement, ACP the Company may elect to exercise the right to purchase all or any portion of Repurchase Shares (in the Unvested Shares amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the Repurchase Option by delivering a written notice (the "Repurchase Notice") to Executive no later than 90 days after and/or any other holder or holders of Repurchase Shares and the Investors at any time prior to the end of the Employment Period; provided, that four-month period commencing on the date of such 90-day period may be tolled in accordance with Section 2.04(e) belowtermination of employment. The Repurchase Notice will shall set forth the number of Unvested Shares shares of each class and type of such stock to be acquired from such holder(s), the aggregate consideration (if any) to be paid for such Unvested Shares shares of such stock and the time and place for the closing of the transaction (the "Repurchase Closing")transaction. In the event that ACP elects to purchase a portion The number of such Unvested Shares pursuant to the terms of this Section 2.04, if any Unvested Shares are held by transferees of Executive, ACP shall first, purchase the shares elected to be purchased from Executive repurchased by the Company shall first be satisfied to the extent possible from the Repurchase Shares held by Executive at the time of delivery of the Unvested Repurchase Notice. If the number of Repurchase Shares then held by Executive and secondis less than the total number of Repurchase Shares the Company has elected to purchase, the Company shall purchase any the remaining shares elected to be purchased from such the other holder(s) of Unvested Shares Repurchase Shares, pro rata according to the number of Unvested Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest share) and whole shares). The Company shall have the number right to purchase all or any portion of the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares of each class of Unvested Shares to be purchased will be allocated among such other holders pro rata according to the total number of Unvested Shares to be purchased from such holdersunder this Section 9.