The Repurchase Option Sample Clauses

The Repurchase Option. Upon the termination of Executive's employment with the Company and/or its Subsidiaries for any reason other than (i) any termination of the Executive in connection with a Capital Event or (ii) upon the Executive's death or being Permanently disabled (as defined in the Employment Agreement) (a "Repurchase Event"), the Common Units then in existence held by Executive or one or more of Executive's transferees will be subject to a repurchase option held by the Company pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option") at a price set forth in this Section 3 (the "Repurchase Price").
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The Repurchase Option. 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 subject to repurchase by the Company at the Company's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). In the event that the 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 paragraph 6, the closing of the repurchase under this 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, the Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any Person.
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The Repurchase Option. In the event Executive ceases to be --------------------- employed by the Company and its Subsidiaries for any reason (the "Termination"), ----------- the Executive Stock then in existence (whether held by Executive or one or more of Executive's transferees) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). "Executive Stock" means the Class B Common and Class C ----------------- --------------- Common issued to Executive hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), the Class A Common purchased by Executive under the Stock Purchase Agreement, any other shares of Common Stock or other Company securities acquired by Executive at any time that this Agreement is in effect, and any securities issued directly or indirectly with respect to the aforementioned securities (including in connection with any stock dividend, merger, combination, reorganization or recapitalization), provided -------- that shares of Executive Stock shall cease to be Executive Stock when they have been transferred (including to the Company and/or its assignees by virtue of this Repurchase Option) in compliance with this Agreement, the Stock Purchase Agreement and the Stockholders Agreement to any Person other than a Permitted Transferee (as defined in the Stockholders Agreement). "Vested Executive Stock" ---------------------- means all Executive Stock other than Unvested Shares.
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The Repurchase Option. In the event that the Purchaser voluntarily or involuntarily ceases to be a director of the Company, the Company shall have the option under this Section 2 (the "Repurchase Option"), but not the obligation, to repurchase all, but not a portion of, the Shares then subject to the Repurchase Option purchased by the Purchaser pursuant to this Agreement from the Purchaser, or from the Purchaser's estate or personal representative, and from each transferee to whom the Purchaser has transferred any of the Shares (the "Transferees"), as the case may be.
Sample 1
The Repurchase Option. 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 subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option"). In the event that the LLC or the 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 paragraph 6, the closing of the repurchase under this paragraph 3 shall not occur unless and until it is ultimately determined that Executive
Sample 1
The Repurchase Option. Pursuant to the Shareholders Agreement, the Investors shall have the right (but not obligation) to require the Initial Shareholders (one or more) to purchase all of the shares of PanPass Information held by the Investors at the Repurchase Price if any one of the events stipulated in the Shareholders Agreement occurs. For further details, please refer to the section headed “Shareholders’ Right – (3) Repurchase Option” below in this announcement. LISTING RULES IMPLICATIONS The Subscription As the percentage of shareholding of Beijing HC Technology in PanPass Information will be reduced from 80.25% to 64.20% after the Completion, the Subscription will constitute a deemed disposal of equity interest in PanPass Information under Rule 14.29 of the Listing Rules. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the entering into of the Share Subscription Agreement and the Subscription is more than 5% but less than 25%, the entering into of the Share Subscription Agreement and the Subscription constitutes a disclosable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements, but exempt from the circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
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The Repurchase Option. The exercise right of the Repurchase Option is vested with the Investors. The Repurchase Option will be treated as if exercised at the time of its grant pursuant to Rule 14.74(1) of the Listing Rules. Given that the maximum consideration payable for the shares of PanPass Information held by the Investors is expected to be approximately RMB121,961,170.45 in accordance with the formula set out for the Repurchase Option, the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Repurchase Option thereunder is more than 5% but less than 25%. Therefore, the grant of the Repurchase Option constitutes a disclosable transaction for the Company and is subject to the reporting and announcement requirements, but exempt from the circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.
Sample 1
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The Repurchase Option. Pursuant to the Shareholders Agreement, the Group will undertake the shares repurchase obligations. After the Subscription, PanPass Information will continue to be a subsidiary of the Group and the Group will continue to control and lead the development of PanPass Information. The Investors will provide support for the future development of PanPass Information, and assist PanPass Information to develop in the capital market, which will generate greater return for the Group in the future. Considering: (i) the maximum Repurchase Price of approximately RMB121,961,170.45 based on the formula as stipulated in the Shareholders Agreement and the amount of Total Capital Contribution; and (ii) the benefits of the Subscription and the Investors brought to PanPass Information as illustrated above, the Directors are of the view that the risk associated with the Repurchase Option is within its capacity and such risk is fair and reasonable in light of the potential benefits and the future development opportunities. Having considered the above, the Directors (including the independent non-executive Directors) consider that the Agreements and the transactions contemplated thereunder (including the Subscription and the Repurchase Option) were entered into on normal commercial terms in the ordinary and usual course of business of the Company after arm’s length negotiations, and that the terms of the Agreements and the transactions contemplated thereunder (including the Subscription and the Repurchase Option) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Sample 1
The Repurchase Option. Upon the termination of Executive's employment with the Company and its Subsidiaries for any reason (a "Repurchase Event"), the Executive Securities then in existence (whether held by Executive or one or more of Executive's transferees) will be subject to repurchase by the LLC at the LLC's election pursuant to the terms and conditions set forth in this paragraph 3 (the "Repurchase Option").
Sample 1

Related to The Repurchase Option

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Purchase Option (Check One) ❏ - The Company shall allow the Recipient to void this agreement at any time and release all liability in connection with this agreement by payment to the Company in the amount of US Dollars ($ ). ❏ - The Company does not allow the Recipient to be released of liability from this agreement for any monetary amount or reason whatsoever.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

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