Common use of Transfer Price Clause in Contracts

Transfer Price. In the event of a Voluntary Transfer by pledge, gift or In-Kind Transfer, or any Involuntary Transfer, the price per Share shall be determined as follows. The Company shall be entitled to purchase any Unvested Shares at the Repurchase Price. The Company shall be entitled to purchase any Shares that are no longer Unvested Shares at the then effective fair market value for such Shares, (the “Fair Market Value”), as determined in good faith by the Board of Directors. In the event that Purchaser or any proposed Transferee (a “Disagreeing Party”) disagrees with such Fair Market Value determined by the Board of Directors, the Disagreeing Party shall be entitled to have the Fair Market Value determined by an independent appraiser or recognized standing mutually acceptable to the Company and the Disagreeing Party, the fees for which appraisal shall be borne solely by the Disagreeing Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)

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Transfer Price. In the event of a Voluntary Transfer by pledge, gift or In-Kind Transfer, or any Involuntary Transfer, the price per Share shall be determined as follows. The Company shall be entitled to purchase any Unvested Shares at the Repurchase Price. The Company shall be entitled to purchase any Shares that are no longer Unvested Shares at the then effective fair market value for such Shares, (the “Fair Market Value”), as determined in good faith by the Board of Directors. In the event that Purchaser or any proposed Transferee (a “Disagreeing Party”Party “) disagrees with such Fair Market Value determined by the Board of Directors, the Disagreeing Party shall be entitled to have the Fair Market Value determined by an independent appraiser or recognized standing mutually acceptable to the Company and the Disagreeing Party, the fees for which appraisal shall be borne solely by the Disagreeing Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)

Transfer Price. In the event of a Voluntary Transfer by pledge, gift or In-Kind Transfer, or any Involuntary Transfer, the price per Share shall be determined as follows. The Company shall be entitled to purchase any Unvested Shares at the Repurchase Price. The Company shall be entitled to purchase any Shares that are no longer Unvested Shares at the then effective fair market value for such Shares, (the “Fair Market Value”Value “), as determined in good faith by the Board of Directors. In the event that Purchaser or any proposed Transferee (a “Disagreeing Party”) disagrees with such Fair Market Value determined by the Board of Directors, the Disagreeing Party shall be entitled to have the Fair Market Value determined by an independent appraiser or recognized standing mutually acceptable to the Company and the Disagreeing Party, the fees for which appraisal shall be borne solely by the Disagreeing Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.), Stock Purchase Agreement (Lemonade, Inc.)

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Transfer Price. In the event of a Voluntary Transfer by pledge, gift or In-Kind Transfer, or any Involuntary Transfer, the price per Share Unit shall be determined as follows. The Company shall be entitled to purchase any Unvested Shares Units at the Repurchase Price. The Company shall be entitled to purchase any Shares Units that are no longer Unvested Shares Units at the then effective fair market value for such SharesUnits, (the "Fair Market Value"), as determined in good faith by the Board of DirectorsManagers. In the event that Purchaser or any proposed Transferee (a "Disagreeing Party") disagrees with such Fair Market Value determined by the Board of DirectorsManagers, the Disagreeing Party shall be entitled to have the Fair Market Value determined by an independent appraiser or recognized standing mutually acceptable to the Company and the Disagreeing Party, the fees for which appraisal shall be borne solely by the Disagreeing Party.

Appears in 1 contract

Samples: Common Unit Purchase Agreement (BeautyKind Holdings, Inc.)

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