The Repurchase Option. The LLC will be entitled to repurchase at the LLC's election pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option"), upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence whether held by Executive or one or more of the other Executive Purchasers (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
Appears in 2 contracts
Samples: Executive Purchase Agreement (Choice One Communications Inc), Executive Purchase Agreement (Choice One Communications Inc)
The Repurchase Option. The LLC Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Unvested Securities then in existence (whether held by an Executive Purchaser or one or more of the Executive Purchasers' transferees) will be entitled subject to repurchase by the Company at the LLCCompany's election pursuant to the terms and conditions set forth in this Section paragraph 3 (the "Repurchase Option"), upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence whether held by Executive or one or more of the other Executive Purchasers (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section paragraph 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section paragraph 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
Appears in 2 contracts
Samples: Executive Purchase Agreement (Allegiance Telecom Inc), Executive Purchase Agreement (Allegiance Telecom Inc)
The Repurchase Option. The LLC Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Unvested Securities then in existence (whether held by Executive or one or more of the Executive's transferees) will be entitled subject to repurchase by the Company at the LLCCompany's election pursuant to the terms and conditions set forth in this Section paragraph 3 (the "Repurchase Option"), upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence whether held by Executive or one or more of the other Executive Purchasers (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section paragraph 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section paragraph 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
Appears in 1 contract
Samples: Executive Purchase Agreement (Allegiance Telecom Inc)
The Repurchase Option. The LLC Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Executive Securities then in existence (whether held by an Executive Purchaser or one or more of the Executive Purchasers' transferees) will be entitled subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this Section paragraph 3 (the "Repurchase Option"), upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence whether held by Executive or one or more of the other Executive Purchasers (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section paragraph 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section paragraph 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
Appears in 1 contract
Samples: Executive Purchase Agreement (Allegiance Telecom Inc)
The Repurchase Option. The LLC Upon (i) the termination of Executive's employment with the Company and its Subsidiaries for any reason other than a termination by the Company without Cause, or (ii) if Executive's employment is terminated by the Company without Cause, upon Executive's commission of a Vesting Termination Breach (the occurrence of either (i) or (ii), a "Repurchase Event"), the Executive Securities then in existence (whether held by Executive or one or more of Executive's transferees) will be entitled subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this Section paragraph 3 (the "Repurchase Option"), upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence whether held by Executive or one or more of the other Executive Purchasers (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section paragraph 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section paragraph 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.
Appears in 1 contract
Samples: Executive Purchase Agreement (Allegiance Telecom Inc)