Repurchase Right. (i) (A) At any time prior to the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the lesser of (1) the purchase price per Share as provided herein or (2) the Current Market Price (as defined herein) of the Common Stock; and (B) at any time on or after the fifth anniversary of the execution of the Partner Agent Agreement, if the Partner Agent Agreement is terminated by either the Company or the Purchaser, for any reason, the Company shall have the right, but not the obligation, to repurchase the Shares currently held by the Purchaser for a price per Share equal to the Current Market Price of the Common Stock. Such right of the Company may be exercised by providing a notice of repurchase (the “Repurchase Notice”) to the Purchaser not less than five business days prior to the date repurchase is to be made pursuant to this Section 4(e), specifying the date of such repurchase (the “Repurchase Date”) and the number of shares of Class B Stock to be repurchased. The Repurchase Notice having been so given by the Company, the aggregate repurchase price for the shares of Class B Stock to be so repurchased shall become due and payable on the Repurchase Date.
(ii) For purposes of this Agreement:
(A) “Current Market Price” per share of a security at any date herein shall mean the average daily Closing Price (as defined herein) of such security for the 20 consecutive Trading Days (as defined herein) preceding such date (subject to equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in such security); provided, however, that in the case of the Common Stock, where no public market exists for the Common Stock at the time of exchange, the Current Market Price per share of the Common Stock shall be as determined by an independent investment banking firm experienced in the valuation of securities of property and casualty insurance companies and selected by the Company (at the Company’s expense); provided that, after receipt of the determination by such firm, the Purchaser shall have the right to select (at the expense of the Purchaser) a second such investment banking firm to make such determin...
Repurchase Right. Notwithstanding any other provisions of this ---------------- Warrant, the Company may, in the event that the average trading price of the Company's Common Stock, as reported on the NASDAQ SmallCap Market or such other exchange on which the Company's Common Stock may then be quoted, exceeds $10.00 for a period of twenty (20) consecutive trading days, upon not less than thirty (30) days' notice in writing to the Holder, repurchase all or any portion of this Warrant at a purchase price equal to $.10 per share of Common Stock covered hereby, such purchase price to be proportionally adjusted each time the Exercise Price is adjusted pursuant to Section 6 hereof. During such thirty (30) day period, the Holder may exercise such Warrants in accordance with the terms hereof. The closing on such repurchase shall occur on the date and at the time set forth in such notice at the office of the Company in Redwood City, California or at such other place as shall be agreed upon by the Company and the Holder. At the Closing, the Company shall deliver to the Holder an amount equal to the purchase price in immediately available funds and the Holder will deliver this Warrant to the Company for cancellation. To the extent any repurchase hereunder is of less than all of the rights represented by this Warrant, the Company will deliver to the Holder a new Warrant covering the rights not so purchased.
Repurchase Right. Any Shares held by a Participant issued in connection with the exercise of the Option shall be subject to the repurchase right set forth under Section 6(h) of the Plan. Transferability. The Option shall be subject to the transfer restrictions contained in Section 6(i) of the Plan.
Repurchase Right. Subject to Sections 6(e) and 7 hereof, from and after the date of such Termination of Employment, the Company may repurchase any or all of such Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares for a per share purchase price equal to the par value as of the Grant Date of such Share.
Repurchase Right. If, at any time prior to June 15, 2007 there shall occur a Repurchase Event, then each Noteholder shall have the right, at such holder's option, to require the Company to repurchase all of such holder's Notes, or any portion thereof (in principal amounts of $1,000 or integral multiples thereof), on the date (the "repurchase date") that is thirty (30) calendar days after the date of the Company Notice (as defined in Section 16.2 below) of such Repurchase Event (or, if such 30th day is not a Business Day, the next succeeding Business Day). Such repurchase shall be made in cash at a price equal to 105% of the principal amount of Notes such holder elects to require the Company to repurchase, together with accrued interest, if any, to the repurchase date (the "Repurchase Price"); provided, however, that if such repurchase date is June 15 or December 15 then the interest payable on such date shall be paid to the holder of record of the Note on the next preceding June 1 or December 1, respectively. Notwithstanding anything in this Article XVI to the contrary, if a redemption date pursuant to Article III shall occur prior to any repurchase date established pursuant to a Company Notice under Section 16.2, provided that the Company shall have deposited or set aside an amount of money sufficient to redeem such Notes as set forth in Section 3.2 on or before such repurchase date, all such Notes shall be redeemed pursuant to Article III and the repurchase rights hereunder shall have no effect.
Repurchase Right. 63 Section 11.2. Conditions to the Company's Election to Pay the Repurchase Price in Common Stock...............63 Section 11.3. Notices; Method of Exercising Repurchase Right, Etc............................................64
Repurchase Right. In event of the Employee’s Termination of Employment by death or Disability, subject to Section 7 hereof, any Shares held by the Employee as a result of the exercise of Share Options may be repurchased by the Company pursuant to the provisions of Section 4.4(c) of the Employment Agreement.
Repurchase Right. The Company shall have the right (but not the obligation) to repurchase all or any part of the Unvested Shares (the “Repurchase Right”) in the event that the Purchaser’s Continuous Service terminates for any reason. Upon exercise of the Repurchase Right, the Purchaser shall be obligated to sell his or her Unvested Shares to the Company, as provided in this Section 4. If the Purchase Price is zero, then Purchaser shall be obligated to transfer his or her Unvested Shares to the Company without consideration.
Repurchase Right. Subject to Sections 6(e) and 7 hereof, following the Termination of Employment due to death or Permanent Disability described above, any Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares may be repurchased by the Company at any time during the two-year period following the date of such Termination of Employment at a purchase price per share equal to the Class B Repurchase Price of such Class B Share on the date of repurchase. Notwithstanding the foregoing, if any Class B Restricted Shares are repurchased by the Company (or the Sponsor Shareholder pursuant to Section 11 of the Management Shareholders Agreement) during the D & D Protected Period, and, subsequent to such repurchase, but prior to the expiration of the D & D Protected Period either (A) an Initial Public Offering occurs, or (B) the Company enters into a definitive agreement with respect to a Change in Control transaction, then, upon the consummation of such Initial Public Offering or Change in Control, as the case may be, the Company shall pay to the Employee within sixty (60) days after the consummation of such Change in Control or Initial Public Offering an amount equal to the excess, if any, of (x) the Class B Repurchase Price of such Class B Restricted Shares on the date of the Change in Control or the Initial Public Offering, as applicable, over (y) the purchase price paid to the Employee for such Class B Restricted Shares.
Repurchase Right. (A) To the extent vested, outstanding and unexercised as of the date of a Termination of Employment, the Option may be cancelled by the Company at any time following the date of Termination of Employment prior to its exercise in exchange for a payment to the Employee in an amount equal to the excess, if any, of the (x) lesser of (A) the Fair Market Value of such Class A Share on the date of such Termination of Employment, or (B) (i) the Fair Market Value of such Class A Share on the Grant Date minus (ii) the value of any dividends, distributions, or dividend equivalents previously paid to the Employee in respect of such Class A Share (subject to equitable adjustment in the Committee’s good faith discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (ii)) over (y) the exercise price of such Option.
(B) Subject to Sections 7(e) and 8 hereof, any Class A Shares held by the Employee as a result of the exercise of the Option may be repurchased by the Company at any time and from time to time following (x) the date of a Termination of Employment in the event such Class A Shares were held as of such Termination of Employment and (y) the exercise of the Option in the event such exercise occurred after the date of Termination of Employment, at a purchase price per Class A Share equal to the lesser of (A) the Fair Market Value of such Class A Share on the date of such Termination of Employment, or (B) (x) the Fair Market Value of such Class A Share on the Grant Date minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Employee in respect of such Class A Share (subject to equitable adjustment in the Committee’s good faith discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than the par value of such Class A Share.
