Common use of Rights of Repurchase Clause in Contracts

Rights of Repurchase. If any of the events specified in Section 17(b) below occur, then: (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, within 60 days after the Company receives actual knowledge of the event, and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 days following the later of the date of such exercise or the date the Company receives actual knowledge of such event, (in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the shares from the Optionee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the Optionee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the Optionee, or legal representative, an amount equal to the higher of the option price or the fair market value of the shares. The Company, may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a), the Optionee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares in possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of the events specified in Section 17(bArticle 19(b) below occur, then: : (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, within 60 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 days following the later of the date of such exercise or the date the Company receives actual knowledge of such event, (in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the shares from the OptioneeEmployee, or his or her guardian or legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, an amount equal to the higher of the option exercise price or the fair market value of the shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees nominees, whether or not affiliated with or employed by the Company, to purchase the shares either within or without the Companyshares. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(aArticle 19(a), the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, shall deliver to the Company the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under the Repurchase Option, the Optionee Employee and his or her successor in interest, if any, will hold any such shares in his or her possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of the events specified in Section 17(b15(b) below occur, then: , (i) with respect to shares Option Shares acquired upon exercise of this option Option prior to the occurrence of such event, within 60 90 days after the Company receives actual knowledge of the event, and (ii) with ii)with respect to shares Option Shares acquired upon exercise of this option Option after the occurrence of such event, within 60 90 days following the later of the date of such exercise or the date the Company receives actual knowledge of such eventexercise, (in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, any or all the shares Option Shares from the Optionee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the Optionee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the Optionee, or his or her legal representative, an amount equal to the higher of the option price or the fair market value of the sharesOption Shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a15(a), the Optionee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares the Option Shares are not purchased under the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares of the Option Shares in his or her possession subject to all of the provisions of this Agreement. Notwithstanding anything contained herein to the contrary, in the event of any termination for "Misconduct" (as defined in Section 14), the Company at its election may repurchase the Option Shares at the lesser of the option price or the fair market value of the option shares.

Rights of Repurchase. If any of ----------------------------- -------------------- the events specified in Section 17(b18(b) below occur, then: , (i) with respect to shares Option Shares acquired upon exercise of this option Option prior to the occurrence of such event, within 60 90 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares Option Shares acquired upon exercise of this option Option after the occurrence of such event, within 60 90 days following the later of the date of such exercise or the date the Company receives actual knowledge of such eventexercise, (in either case, the "Repurchase Period"), the Company shall have the optionright, but not the obligation, to repurchase all, but not a portion of, any or all the shares Option Shares from the Optionee, or his or her transferee or legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the Optionee, or his or her transferee or legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period. If any of the events specified in Section 18(b)(i)-(iii) occur, and, together with such notice, then the Company may exercise its Repurchase Option by tendering to the Optionee, or his or her transferee or legal representative, an amount equal to the higher of the option Option exercise price or the fair market value of the sharesOption Shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a18(a), the Optionee, or his or her transferee or legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares the Option Shares are not purchased under the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares of the Option Shares in his or her possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of ----------------------------- -------------------- the events specified in Section 17(b16(b) below occur, then: , (i) with respect to shares Option Shares acquired upon exercise of this option Option prior to the occurrence of such event, within 60 90 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares Option Shares acquired upon exercise of this option Option after the occurrence of such event, within 60 90 days following the later of the date of such exercise or the date the Company receives actual knowledge of such eventexercise, (in either case, the "Repurchase Period"), the Company shall have the optionright, but not the obligation, to repurchase all, but not a portion of, any or all the shares Option Shares from the Optionee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the Optionee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period. If any of the events specified in Section 16(b)(i)-(ii) occur, and, together with such notice, then the Company may exercise its Repurchase Option by tendering to the Optionee, or his or her legal representative, an amount equal to the higher of the option Option exercise price or the fair market value of the sharesOption Shares. If the event specified in Section 16(b)(iii) occurs, then the Company instead may exercise its Repurchase Option by tendering to the Optionee, or his or her legal representative, an amount equal to the original Option exercise price. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a16(a), the Optionee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares the Option Shares are not purchased under the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares of the Option Shares in his or her possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of the events specified in Section 17(b8(b) below occur, then: (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, then within 60 days after the Company receives actual knowledge of the event, and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 days one year following the later of the date of such exercise or the date that the Company receives actual knowledge of such event, event (in either case, the "“Repurchase Period"”), the Company shall have the optionright, but not the obligation, to repurchase all, but not all or a portion of, of the shares Option Shares acquired upon exercise of this Option from the Optionee, or his or her legal representatives, as the case may be (the "“Repurchase Option"”). The Repurchase Option shall be exercised by the Company by giving the Optionee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option (the “Repurchase Notice”) on or before the last day of the Repurchase Period. (i) Subject to the immediately following sentence, and, together with such notice, the Company shall consummate the repurchase of the Option Shares pursuant to the Repurchase Option by tendering to the Optionee, or his or her legal representative, an amount per Option Share equal to the higher Fair Market Value of each repurchased Option Share, as of the option price date the Repurchase Notice was received by Optionee, as reasonably determined by the Company’s Board of Directors; provided, however, that such Fair Market Value determination shall be (A) calculated in the same manner as the Fair Market Value of the Series B Preferred Stock would be calculated as of such date, and shall not be discounted, including without limitation, for lack of marketability, minority interest or liquidation preferences, and (B) subject to the further provisions of clause (iii) hereof. (ii) If the Optionee’s Business Relationship with the Company is terminated for Cause, then the Company may exercise its Repurchase Option by tendering an amount per Option Share equal to the lesser of the Option Exercise Price or the fair market value Fair Market Value of the shareseach repurchased Option Share. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a), the . (iii) The Optionee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under , other than the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares in possession subject to all of the provisions of this Agreementrestrictions on transfer set forth herein.

Rights of Repurchase. If any of the events specified in Section 17(bArticle 19(b) below occur, then: : (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, within 60 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 days following the later of the date of such exercise or the date the Company receives actual knowledge of such event, (in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the such shares from the OptioneeEmployee, or his or her guardian or legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, an amount equal to the higher of the aggregate option exercise price or the fair market value of the with respect to such shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees nominees, whether or not affiliated with or employed by the Company, to purchase the shares either within or without the Companyshares. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(aArticle 19(a), the OptioneeEmployee, or his or her guardian or legal representativerepresentatives, shall deliver to the Company the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under the Repurchase Option, the Optionee Employee and his or her successor in interest, if any, will hold any such shares in his or her possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of ----------------------------- -------------------- the events specified in Section 17(b19(b) below occur, then: , (i) with respect to shares Option Shares acquired upon exercise of this option Option prior to the occurrence of such event, within 60 90 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares Option Shares acquired upon exercise of this option Option after the occurrence of such event, within 60 90 days following the later of the date of such exercise or the date the Company receives actual knowledge of such eventexercise, (in either case, the "Repurchase Period"), the Company shall have the optionright, but not the obligation, to repurchase all, but not all or a portion of, of the shares Option Shares from the OptioneeEmployee, or his or her transferee or legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the OptioneeEmployee, or his or her transferee or legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period. If any of the events specified in Section 19(b)(i)-(iii) below occur, and, together with such notice, then the Company may exercise its Repurchase Option by tendering to the OptioneeEmployee, or his or her transferee or legal representative, an amount equal to the higher of the option Option exercise price or the fair market value of the sharesOption Shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a19(a), the OptioneeEmployee, or his or her transferee or legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares the Option Shares are not purchased under the Repurchase Option, the Optionee Employee and his or her successor in interest, if any, will hold any such shares of the Option Shares in his or her possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of the events specified in Section 17(b19(b) below occur, then: , (i) with respect to shares Option Shares acquired upon exercise of this option Option prior to the occurrence of such event, within 60 90 days after the Company receives actual knowledge of the event, and and (ii) with respect to shares Option Shares acquired upon exercise of this option Option after the occurrence of such event, within 60 90 days following the later of the date of such exercise or the date the Company receives actual knowledge of such eventexercise, (in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the shares Option Shares from the OptioneeEmployee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the OptioneeEmployee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the OptioneeEmployee, or his or her legal representative, an amount equal to the higher of the option price or the fair market value of the sharesOption Shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares Option Shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a19(a), the OptioneeEmployee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchasedOption Shares, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares the Option Shares are not purchased under the Repurchase Option, the Optionee Employee and his or her successor in interest, if any, will hold any such shares of the Option Shares in his or her possession subject to all of the provisions of this Agreement. Notwithstanding anything contained herein to the contrary, in the event of any termination for "Misconduct" (as defined in Section 18), the Company at its election may repurchase the Option Shares at the lesser of the option price or the fair market value of the Option Shares.

Rights of Repurchase. If any of the events specified in Section 17(bArticle 19 -------------------- (b) below occur, then: ; (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, within 60 days after the Company divine receives actual knowledge of the event, and and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 days following the later of the date of such exercise or the date the Company divine receives actual knowledge of such event, (in either case, the "Repurchase Period"), the Company Period"),divine shall have the option, but not the obligation, to repurchase all, but not a portion of, the shares from the Optionee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company divine by giving the Optionee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to the Optionee, or legal representative, an amount equal to the higher of the option price or the fair market value of the shares. The Company, divine may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares either within or without the Companydivine. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(aArticle 19(a), the Optionee, Optionee or his or her legal representative, shall deliver to the Company divine the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under the Repurchase Option, the Optionee and his or her successor in interest, if any, will hold any such shares in possession subject to all of the provisions of this Agreement.

Rights of Repurchase. If any of the events specified in Section 17(b19(b) below occur, then: : (i) with respect to shares acquired upon exercise of this option prior to the occurrence of such event, within 60 sixty (60) days after the Company receives actual knowledge of the event, and and (ii) with respect to shares acquired upon exercise of this option after the occurrence of such event, within 60 sixty (60) days following the later of the date of such exercise or the date the Company receives actual knowledge of such event, (in event,(in either case, the "Repurchase Period"), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the shares from the OptioneeEmployee, or his or her legal representatives, as the case may be (the "Repurchase Option"). The Repurchase Option shall be exercised by the Company by giving the OptioneeEmployee, or his or her legal representative, written notice of its intention to exercise the Repurchase Option on or before the last day of the E-93 Repurchase Period, and, together with such notice, tendering to the OptioneeEmployee, or his legal representative, an amount equal to the higher of the option price or the fair market value of the shares. The Company, Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the shares either within or without the Company. Upon timely exercise of the Repurchase Option, designate one or more nominees to purchase the shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section 17(a19(a), the OptioneeEmployee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not purchased under the Repurchase Option, the Optionee Employee and his or her successor in interest, if any, will hold any such shares in his possession subject to all of the provisions of this Agreement.