Common use of Rights to Repurchase Shares Clause in Contracts

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder (and its Permitted Transferees), during the period beginning on the date of the Management Stockholder's Termination of Employment (as defined below) and ending on the later of (i) the seven month anniversary of such Termination of Employment; or (ii) the seven month anniversary of the date of the exercise of any Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of Employment, the Company shall have the option to repurchase Restricted Shares held by the Management Stockholder or his or her successor in interest thereunder ("Call Right"). The Call Right may be exercised more than once, but must be exercised with respect to all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below). The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase Price") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("Call Notice") to the Management Stockholder given in accordance with Section 7(f) of this Agreement on or prior to the last date on which the Call Right may be exercised by the Company. For purposes of this Agreement, "Termination of Employment" shall mean the time when the employee-employer relationship between a Management Stockholder and the Company or one of its subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. The committee appointed to administer the Stock Option Plan (the "Committee") or the Board shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Termination of Employment.

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder (and its Permitted Transferees), during During the period beginning on the date of the Management Stockholder's Termination of Employment (as defined below) of a Management Holder and ending on the first anniversary following the later of (i) the seven month anniversary date of such Termination of Employment; Employment or (ii) the seven month anniversary of the date of the exercise of any Vested Options Option held by any such Management Stockholder Holder as of the time date of the Management Stockholder's such Termination of EmploymentEmployment (the “Repurchase Deadline”), the Company shall have the option to repurchase Restricted the Shares held by the terminated Management Stockholder or Holder and/or his or her successor in interest thereunder Permitted Transferees ("collectively, the “Company Call Right"”); provided that the Company may not repurchase any Shares pursuant to this Section 6(a) prior to the day immediately following the six-month anniversary of the date on which such Shares (A) became vested, as it relates to Shares that were not received as a result of the exercise of options or Convertible Securities, or (B) were issued, as it relates to Shares that were received as a result of the exercise of options and Convertible Securities. The Company Call Right may be exercised more than once, but must be exercised with respect to once and for some or all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below)applicable Management Holder’s Shares. The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase Price") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("a “Call Notice"”) to the such Management Stockholder given in accordance with Section 7(f) of this Agreement Holder on or prior to the last Repurchase Deadline. (b) In the event that the Company elects not to exercise its Company Call Right under Section 6(a), (i) the Company shall provide written notice to the Carlyle Stockholders on or at any time prior to the Repurchase Deadline of (A) its decision not to purchase all of the Shares then held by a Management Holder or his or her Permitted Transferees, and (B) the number of such Shares, and (ii) the Carlyle Stockholders (or any of their respective Affiliates designated thereby) shall have the option to purchase such Shares (the “Carlyle Call Right”) at the Purchase Price; provided that the Carlyle Stockholders (or their designee) may not repurchase any Shares pursuant to this Section 6(b) prior to the day immediately following the six-month anniversary of the date on which such Shares (A) became vested, as it relates to Shares that were not received as a result of the exercise of options or Convertible Securities, or (B) were issued, as it relates to Shares that were received as a result of the exercise of options and Convertible Securities. The Carlyle Call Right may shall be exercised by a Call Notice to the applicable Management Holder on or prior to the later of (x) the six-month anniversary after the receipt by the Carlyle Stockholders of the written notice under clause (i) above, or (y) the Repurchase Deadline. (c) The purchase price payable for Shares by the Company upon exercise of the Company Call Right or by a Carlyle Stockholder (or its designee) upon exercise of the Carlyle Call Right (in each case, the “Purchase Price”) shall be as follows: (i) in the event of any Termination of Employment other than a Termination of Employment by the Company or any of its Subsidiaries, as applicable, for Cause, the Fair Market Value of the Shares subject to the Company Call Right or Carlyle Call Right on the date of the applicable Call Notice, less any applicable withholding taxes, not in excess of the minimum of tax required to be withheld by law; and (ii) in the event of any Termination of Employment by the Company or any of its Subsidiaries, as applicable, for Cause, the lesser of (A) the Fair Market Value of the Shares subject to the Company Call Right or Carlyle Call Right on the date of the applicable Call Notice, less any applicable withholding taxes, not in excess of the minimum of tax required to be withheld by law, and (B) the aggregate purchase price paid for such Shares, if any, by the Management Holder; provided, that in the event of a Management Holder’s breach of the any restrictive covenants set forth in any written agreement by and between the Company (or any of its Affiliates) and such Management Holder, the Purchase Price shall be determined as if there was a Termination of Employment by the Company or any of its Subsidiaries, as applicable, for Cause; provided, further, that, if the Company and/or the Carlyle Stockholders (or any of their respective Affiliates designated thereby) have exercised the Company Call Right and/or the Carlyle Call Right prior to the Company. For purposes ’s attainment of this Agreement, "Termination knowledge of Employment" shall mean the time when the employee-employer relationship between a Management Holder’s breach of the any restrictive covenants set forth in any written agreement by and between the Company (or any of its Affiliates) and such Management Holder, such Management Holder shall be obligated to reimburse the Company and/or the Carlyle Stockholders (or any of their respective Affiliates designated thereby) for the excess, if any, of the aggregate amount previously paid for any Shares held by such Management Holder and/or his or her Permitted Transferees purchased by the Company and/or the Carlyle Stockholders (or any of their respective Affiliates designated thereby) pursuant to the Company Call Right and/or Carlyle Call Right over the lesser of (x) the Fair Market Value of the Shares subject to the Company Call Right or Carlyle Call Right on the date of the applicable Call Notice, less any applicable withholding taxes, not in excess of the minimum of tax required to be withheld by law, and (y) the aggregate purchase price paid for such Shares, if any, by the Management Holder. The Company is entitled to offset any payment(s) to be made to a Management Holder pursuant to this Agreement or otherwise due to such Management Holder from the Company or any of its Affiliates by the amount of any reimbursement required pursuant to this Section 6(c). (d) The repurchase of Shares pursuant to the exercise of the Company Call Right and/or the Carlyle Call Right shall take place on a date specified by the Company or the applicable Carlyle Stockholder (or its designee), as applicable, but in no event later than sixty (60) days following the date of the exercise of such Company Call Right or Carlyle Call Right, as applicable, or, if later, within ten (10) days following the receipt by the Company or the applicable Carlyle Stockholder (or its designee) of all necessary governmental approvals. On such date, such Management Holder shall transfer the Shares subject to the Call Notice to the Company or the applicable Carlyle Stockholder (or its designee), as applicable, free and clear of all liens and encumbrances, by delivering to the Company or the applicable Carlyle Stockholder (or its designee), as applicable, the certificates or other documents representing the Shares to be purchased, duly endorsed for transfer to the Company or the applicable Carlyle Stockholder (or its designee), as applicable, or accompanied by a stock power duly executed in blank or such other instrument of conveyance or cancellation of such Shares, in each case reasonably acceptable to the Company or the applicable Carlyle Stockholder (or its designee), as applicable, and the Company or one of the applicable Carlyle Stockholder (or its subsidiaries is terminated for any reasondesignee), with as applicable, shall pay to such Management Holder the Purchase Price in cash or without causeby bank or cashier’s check, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. The committee appointed subject to administer the Stock Option Plan (the "Committee") or the Board shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Termination of EmploymentSection 6(e).

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder (and its Permitted Transferees), during During the period beginning on the date of a Termination of Employment of a Management Stockholder and ending on the Management Stockholder's date nine (9) months following the date of such Termination of Employment (as defined below) and ending on the later of (i) the seven month anniversary of such Termination of Employment; or (ii) the seven month anniversary of the date of the exercise of any Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of Employment“Repurchase Period”), the Company shall have the option to repurchase Restricted the Shares held by the terminated Management Stockholder or and/or his or her successor in interest thereunder Permitted Transferees ("collectively, the “Call Right"”). The Call Right may be exercised more than once, but must . The Call Right shall be exercised by written notice (the “Call Notice”) to such Management Stockholder given in accordance with respect to all (but not less than allSection 9(f) of this Agreement on or prior to the Restricted Shares outstanding last day on which the date of any Call Notice (as defined below)Right may be exercised by the Company. The rights to repurchase Shares are subject to any other rights to repurchase Shares under any other agreement that the Company has entered or may enter into with the Management Stockholder. (b) The purchase price payable for Shares by the Company upon exercise of the Call Right ("Repurchase the “Purchase Price"”) shall be as follows: (i) in the event of any Termination of Employment other than a Termination of Employment by the Company or any of its Subsidiaries, as applicable, for Cause, the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. , less any applicable withholding taxes; and (ii) in the event of any Termination of Employment by the Company or any of its Subsidiaries, as applicable, for Cause, the lesser of (A) the Fair Market Value of the Shares subject to the Call Right on the date of the Call Notice, and (B) the aggregate cash price paid for such Shares by the Management Stockholder. (c) The repurchase of Shares pursuant to the exercise of the Call Right shall be exercised take place on a date specified by written notice the Company, but in no event later than sixty ("60) days following the date of the exercise of such Call Notice"Right or, if later, within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, such Management Stockholder shall transfer the Shares subject to the Call Notice to the Company, free and clear of all liens and encumbrances, by delivering to the Company the certificates or other documents representing the Shares to be purchased, duly endorsed for transfer to the Company or accompanied by a share transfer form duly executed in blank, in each case reasonably acceptable to the Company, and the Company shall pay to such Management Stockholder given the Purchase Price in accordance with Section 7(f) of this Agreement on cash or prior by bank or cashier’s check. Notwithstanding anything herein to the last date on contrary, no payment shall be made under this Section 5 that would cause the Company to violate any applicable law, or any rights or preference of preferred stockholders of the Company, any banking agreement or loan or other financial covenant or cause default of any indebtedness of the Company, regardless of when such agreement, covenant or indebtedness was created, incurred or assumed. Any payment under this Section 5 that would cause such violation or default shall result in an extension of the Repurchase Period, in the sole discretion of the Board of Directors, until such payment shall no longer cause any such violation or default and at which time the Call Right may be exercised by exercised. (d) Notwithstanding anything herein to the Company. For purposes contrary, in the event that (i) the Company exercises a Call Right with respect to any Shares acquired upon exercise of this Agreementan option to acquire Shares granted pursuant to the Plan (an “Option”), "Termination (ii) within three (3) months of Employment" the date of such Share repurchase a Liquidity Event occurs, and (iii) the per Share value in such Liquidity Event exceeds the Purchase Price per Share, then as soon as practicable thereafter, and in all events within 30 days of the Liquidity Event, the Company shall mean pay the holder of such Shares acquired upon exercise of such Option the difference between the value of such Shares at the time when of the employee-employer relationship between a Management Stockholder Liquidity Event and the Company or one Purchase Price per Share at the time of its subsidiaries is terminated repurchase as additional consideration for any reason, with or without cause, including, but not by way the repurchase of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. The committee appointed to administer the Stock Option Plan (the "Committee") or the Board shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Termination of Employmentsuch Shares.

Rights to Repurchase Shares. (a) With In the event that the License Agreement is terminated as a result of a breach by the Purchaser thereunder or by the Purchaser prior to its expiration (except as a result of a breach by the Company) (such termination a "Termination Event"), the Company, shall have the right and option, for sixty (60) days from the occurrence of the Termination Event, to elect to purchase from the Purchaser, and the Purchaser shall sell or cause to be sold to the Company, upon the Company's The right to repurchase the Option Shares provided in this Section 4(a) shall be exercised by the Company, if at all, by delivery to the Purchaser during the applicable aforesaid 60-day period, of a written notice of election to purchase such Option Shares (the"Election Notice"). (b) The number of Option Shares subject to repurchase and the purchase price thereof, at the time of any stock dividend or other distribution made on or in respect of the shares of capital stock of the Company or any subdivision, combination, redemption or reclassification of the outstanding capital stock of the Company or received in exchange for the Option Shares or any part thereof, shall be adjusted to give effect to such stock dividend, other distribution, subdivision, combination, redemption or reclassification. (c) The sale of Option Shares effected under the terms of Section 4(a) hereof shall be made at the offices of the Company on a mutually acceptable business day which day shall be within 10 days after the expiration of the applicable 60-day period referred to in Section 4(a), and shall be such 10th day if the parties do not agree on such date. Delivery of certificates or other instruments evidencing such Option Shares duly endorsed for transfer shall be made on such date against payment of the Purchase Price thereof. Payment for the Option Shares purchased pursuant to this Section 4 shall be made in the form of a certified check or a wire transfer of clearing house funds to an account designated by the Purchaser. (d) Following the occurrence of a Termination Event, if and to the extent that the Company does not exercise its right to purchase the Option Shares within the exercise period, this Section 4 shall be null and void and the Purchaser may sell or otherwise transfer up to all Restricted Shares held by any Management Stockholder (and its Permitted Transferees), during the period beginning on the date of the Management Stockholder's Termination Option Shares, subject only to compliance with the provisions of Employment Section 5 of this Agreement and any applicable laws or regulations. (as defined belowe) and ending on The provisions of this Section 4 shall not be applicable after the later of (i) the seven month anniversary of such Termination of Employment; or (ii) the seven month fifth anniversary of the date of the exercise of any Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of Employment, the Company shall have the option to repurchase Restricted Shares held by the Management Stockholder or his or her successor in interest thereunder ("Call Right"). The Call Right may be exercised more than once, but must be exercised with respect to all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below). The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase Price") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("Call Notice") to the Management Stockholder given in accordance with Section 7(f) of this Agreement on or prior to the last date on which the Call Right may be exercised by the Company. For purposes of this Agreement, "Termination of Employment" shall mean the time when the employee-employer relationship between a Management Stockholder and the Company or one of its subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. The committee appointed to administer the Stock Option Plan (the "Committee") or the Board shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Termination of Employment.

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder For a period of six (and its Permitted Transferees), during 6) months following the period beginning on later of (i) the date of the Management Stockholder's Termination of Employment (as defined below) and ending on or the later of (i) the seven month anniversary of such Termination of EmploymentDirectorship (as defined below) of any Management Stockholder; or and (ii) the seven month anniversary exercise or expiration, in accordance with the terms of the date Stock Option Plan or any stock option agreement issued thereunder, of the exercise of any all Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of EmploymentEmployment or Termination of Directorship, the Company shall have the option may elect to repurchase Restricted Shares held by the Management Stockholder or his or her successor in interest thereunder ("Call CALL Right"). The Call Right may be exercised more than once, but must be exercised with respect to all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below). The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase PriceREPURCHASE PRICE") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("Call NoticeCALL NOTICE") to the Management Stockholder given in accordance with Section 7(f8(f) of this Agreement on or prior to the last date on which the Call Right may be exercised by the Company. . (b) For purposes of this Agreement, "Termination of EmploymentTERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer relationship between a Management Stockholder and the Company or one of its subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. For purposes of this Agreement, "TERMINATION OF DIRECTORSHIP" shall mean the time when a Management Stockholder ceases to be a member of the Board of Directors of the Company or one of its subsidiaries ("Director") for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The committee appointed to administer the Stock Option Plan (the "CommitteeCOMPENSATION COMMITTEE") or the Board of Directors shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Employment or Termination of EmploymentDirectorship.

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder For a period of six (and its Permitted Transferees), during 6) months following the period beginning on later of (i) the date of the Management Stockholder's Termination of Employment (as defined below) and ending on or the later of (i) the seven month anniversary of such Termination of EmploymentDirectorship (as defined below) of any Management Stockholder; or and (ii) the seven month anniversary exercise or expiration, in accordance with the terms of the date Stock Option Plan or any stock option agreement issued thereunder, of the exercise of any all Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of EmploymentEmployment or Termination of Directorship, the Company shall have the option may elect to repurchase Restricted Shares held by the Management Stockholder or his or her successor in interest thereunder ("Call RightCALL RIGHT"). , The Call Right may be exercised more than once, but must be exercised with respect to all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below). The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase PriceREPURCHASE PRICE") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("Call NoticeCALL NOTICE") to the Management Stockholder given in accordance with Section 7(f8(f) of this Agreement on or prior to the last date on which the Call Right may be exercised by the Company. . (b) For purposes of this Agreement, "Termination of EmploymentTERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer relationship between a Management Stockholder and the Company or one of its subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. For purposes of this Agreement, "TERMINATION OF DIRECTORSHIP" shall mean the time when a Management Stockholder ceases to be a member of the Board of Directors of the Company or one of its subsidiaries ("Director") for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The committee appointed to administer the Stock Option Plan (the "CommitteeCOMPENSATION COMMITTEE") or the Board of Directors shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Employment or Termination of EmploymentDirectorship.

Rights to Repurchase Shares. (a) With respect to all Restricted Shares held by any Management Stockholder For a period of six (and its Permitted Transferees), during 6) months following the period beginning on later of (i) the date of the Management Stockholder's Termination of Employment (as defined below) and ending on or the later of (i) the seven month anniversary of such Termination of EmploymentDirectorship (as defined below) of any Management Stockholder; or and (ii) the seven month anniversary exercise or expiration, in accordance with the terms of the date Stock Option Plan or any stock option agreement issued thereunder, of the exercise of any all Vested Options held by any Management Stockholder as of the time of the Management Stockholder's Termination of EmploymentEmployment or Termination of Directorship, the Company shall have the option may elect to repurchase Restricted Shares held by the Management Stockholder or his or her successor in interest thereunder ("Call RightCALL RIGHT"). The Call Right may be exercised more than once, but must be exercised with respect to all (but not less than all) of the Restricted Shares outstanding on the date of any Call Notice (as defined below). The repurchase price payable by the Company upon exercise of the Call Right ("Repurchase PriceREPURCHASE PRICE") shall be the Fair Market Value (as defined below) of the Restricted Shares subject to the Call Right on the date of the Call Notice. The Call Right shall be exercised by written notice ("Call NoticeCALL NOTICE") to the Management Stockholder given in accordance with Section 7(f8(f) of this Agreement on or prior to the last date on which the Call Right may be exercised by the Company. . (b) For purposes of this Agreement, "Termination of EmploymentTERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer relationship between a Management Stockholder and the Company or one of its subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its subsidiaries. For purposes of this Agreement, "TERMINATION OF DIRECTORSHIP" shall mean the time when a Management Stockholder ceases to be a member of the Board of Directors of the Company or one of its subsidiaries ("Director") for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The committee appointed to administer the Stock Option Plan (the "CommitteeCOMPENSATION COMMITTEE") or the Board of Directors shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, all questions of whether a particular leave of absence constitutes a Employment or Termination of EmploymentDirectorship.