Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "Repurchase Period") shall have the right to purchase all or any portion of the Option Shares (the "Repurchase Right"). The purchase price for each Option Share shall equal Fair Market Value unless the Optionee resigns without Good Reason prior to May 10, 2003 or is terminated for Cause at any time, in which case the purchase price will be the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed Certificate, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price to the Optionee or his or her permitted transferee or (ii) notice to the Optionee or such permitted transferee that the Company is holding the purchase price for the account of the Optionee or such permitted transferee, and upon such payment or notice the Optionee and such permitted transferee will have no further rights in or to such Option Shares. The Company may assign its Repurchase Right hereunder to Saturn Equity Limited ("SEL") or to an affiliate of the Company. If the Option Shares are not purchased pursuant to Section 9(a) or 9(b), the restrictions on transfer thereof contained in Sections 5 and 8 of this Agreement shall terminate and be of no further force and effect.
Repurchase of Option Shares. If your employment with the Company shall terminate, including upon your death, Disability, resignation or termination with or without Cause (the date on which such termination occurs being referred to as the “Termination Date”), then the Company shall have the option to repurchase all or any part of the Option Shares issued or issuable upon exercise of your Option, whether held by you or by one or more of your transferees, at the price determined in accordance with the provisions of paragraph 14 hereof (the “Repurchase Option”).
Repurchase of Option Shares. If a Forfeiture Event occurs, the Company shall have the absolute right to purchase all or any portion of the Option Shares owned by such Employee (the “Repurchase Shares”), by electing to purchase all or any portion of the Repurchase Shares any time during a time period of nine (9) months after the Forfeiture Event or termination of Participant’s Service, whichever is later, by giving written notice of such exercise to the Employee. The purchase price per share of the Repurchase Shares shall be the Fair Market Value of such shares. If the Company elects to purchase any or all of such Repurchase Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Repurchase Shares and said sale and purchase shall be closed within 30 days thereafter at the offices of the Company. Such sale shall be effected by the Employee’s (or heirs’ or legal representatives’) delivery to the Company and/or other purchasing shareholders of a certificate or certificates evidencing the Repurchased Shares, duly endorsed for transfer to the Company and/or other purchasing shareholders, against payment to the Employee (or his or her heirs or legal representatives) by the Company and/or other purchasing shareholders of the Purchase Price for each Repurchased Share.
Repurchase of Option Shares. (a) If (i) the Employee’s employment with the Company is terminated by either the Employee or the Company and the Employee is found in violation of the signed Employee Agreement or works, performs work for hire, consults, is self employed or otherwise employed, either directly or indirectly or (ii) causes or solicits others to work, performs work for hire, consults, or be self employed or otherwise employed, either directly or indirectly, in a business competing with or acting against the Company’s interest, the Company and other shareholders shall have the absolute right to purchase all of the Option Shares owned by such Employee (the “Repurchase Shares”) in accordance with the option time periods and notice procedures provided for with respect to the purchase of the Offered Shares as set forth in Section 17(a) and (b) above. Only under the conditions set forth in this section shall the provisions set forth in 17(a) and 17(b) be extended to cover a time period of nine (9) months after the termination of Employee’s employment during which time the Company will have the first right to elect to purchase all or any portion of the Repurchase Shares.
Repurchase of Option Shares. If a Change in Control Event has not --------------------------- occurred prior to the first anniversary date of the Merger Termination Date, then beginning on such anniversary date, the Grantor shall have the right to purchase (the "Repurchase Right") all, but not less than all, of the Option ---------------- Shares at the greater of (i) the Purchase Price, or (ii) the average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the date the Grantor gives written notice of its intention to exercise the Repurchase Right. If the Grantor does not exercise the Repurchase Right within 30 days following the first anniversary of the Merger Termination Date, the Repurchase Right shall terminate. In the event the Grantor wishes to exercise the Repurchase Right, the Grantor shall send a written notice to the Grantee specifying a date (not later than 10 business days and not earlier than two business days following the date such notice is given) for the closing of such purchase.
Repurchase of Option Shares. If your employment with the Company ----------------------------- and its subsidiaries shall be terminated by the Company or one of its subsidiaries for Cause, then the Company shall have the option to repurchase all or any part of the Option Shares issued or issu-able upon exercise of your Option, whether held by you or by one or more of your transferees, at a price per share equal to the Exercise Price of such share (the "Repurchase Option"). -----------------
Repurchase of Option Shares. (a) In the event that Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company, during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(d), have the right to purchase all or any portion of the Option Shares (the “Repurchase Right”). The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value; provided, however, that (i) if Optionee resigns without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the purchase price for each Option Share shall equal Cost and (ii) if Optionee resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Option Shares, it shall notify Optionee, and any Permitted Transferee thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Optionee, and any Permitted Transferee thereof that then holds Option Shares, has presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Optionee fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to Optionee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Optionee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the case may be, and u...
Repurchase of Option Shares. If the Company is not a reporting company under the Exchange Act and Optionee ceases to be a Director of the Company, including upon Optionee’s death, Disability, resignation or termination, then the Company shall have the option to repurchase all or any part of the Option Shares issued or issuable upon exercise of the Option, whether held by Optionee or by one or more of Optionee’s transferees, at the price determined in accordance with the provisions of paragraph 14 hereof.
Repurchase of Option Shares. Option Shares may be repurchased by the Company at a price of $0.001 per share and shall be transferred to the Company automatically without further action by Grantee if repurchased by the Company. The Company may exercise the right to repurchase the Option Shares at any time within one hundred twenty (120) days after termination for any reason of Grantee’s service as a Non-Employee Director of the Company. The repurchase price may be paid to Grantee by personal delivery or by Company check mailed to Grantee’s last known address on the Company’s records. Grantee acknowledges the Option Shares shall be held by Grantee subject to the applicable vesting requirements set forth in this Agreement and Grantee shall have no right to retain any Option Shares that the Company repurchases in accordance with the terms of this Agreement. The Company may elect to assign its right to repurchase the Option Shares to any designee of the Company.
Repurchase of Option Shares. (a) In the event that the Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or an Approved Sale, the Company, during the sixty (60) days following the Termination Date (subject to Section 9(c), the "REPURCHASE PERIOD") shall have the right to purchase all, but not less than all, of the Option Shares (the "Repurchase Right"). The purchase price for each Option Share shall equal Fair Market Value, or, if the Optionee resigns without Good Reason prior to January 1, 2002 or is terminated for Cause at any time, the lower of Fair Market Value or the Exercise Price. If the Company elects to purchase the Option Shares, it shall notify the Optionee at or before the end of the Repurchase Period of such election and the purchase price shall be paid in cash at a time set by the Company (the "Repurchase Date") within thirty (30) days after the end of the Repurchase Period, provided that the Optionee has presented to the Company a stock certificate evidencing the Option Shares duly endorsed for transfer (the "Endorsed Certificate"). If the Optionee fails to deliver the Endorsed
