Early Termination of Unvested Share Repurchase Option Sample Clauses

Early Termination of Unvested Share Repurchase Option. The other provisions of Section 2 notwithstanding, upon any Transfer of Control (as defined below), the Unvested Share Repurchase Option shall terminate as of a date prior to the Transfer of Control, as the Board so determines, or if no such determination is made, two days prior to the closing of the transaction involving the Transfer of Control. Any such termination that was permissible solely by reason of this subsection 2(d) shall be conditioned upon the consummation of the Transfer of Control. For purposes of this subsection 2(d), a Transfer of Control shall be deemed to have occurred upon any of the following events: (i) the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company where the shareholders of the Company before such sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the Company; (ii) a merger in which the shareholders of the Company before the merger do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the Company; or (iii) the sale, exchange, or transfer of all or substantially all of the Company's assets (other than a sale, exchange, or transfer to one or more corporations where the shareholders of the Company before such sale, exchange, or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the corporation(s) to which the assets were transferred).
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Early Termination of Unvested Share Repurchase Option. Notwithstanding the other provisions of this Section 2, the Unvested Share Repurchase Option shall terminate (and the Unvested Shares shall no longer be subject to repurchase) upon the occurrence of a Transfer of Control.
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Early Termination of Unvested Share Repurchase Option. The other provisions of Section 2 notwithstanding, upon any Transfer of Control (as defined below), the Unvested Share Repurchase Option shall terminate as of a date prior to the Transfer of Control, as the Board so determines pursuant to the definition below, or if no such determination is made, two days prior to the closing of the transaction involving the Transfer of Control. Any such termination that was permissible solely by reason of this subsection 2(d) shall be conditioned upon the consummation of the Transfer of Control. For purposes of this subsection 2(d), a Transfer of Control shall be deemed to have occurred upon any of the following events: (i) the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company where the shareholders of the Company before such sale or
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Early Termination of Unvested Share Repurchase Option. The other ----------------------------------------------------- provisions of Section 2 notwithstanding, the Company's Board of Directors may terminate the Unvested Share Repurchase Option in the event of (1) a merger in which the Company is not the surviving corporation; (2) a merger or the sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company where the shareholders before such merger or sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the surviving Company; (3) the sale or exchange of all or substantially all of the Company's assets (other than a sale or transfer to a subsidiary of the Company as defined in section 425(f) of the Code); or (4) in such other event as the Company's Board of Directors may determine to be appropriate. The Unvested Share Repurchase Option will terminate in the event of Purchaser's death or termination of employment due to permanent and total disability as defined in Section 72(m) of the Internal Revenue Code of 1986, as amended.
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Early Termination of Unvested Share Repurchase Option. The other ----------------------------------------------------- provisions of Section 2 notwithstanding, the Unvested Share Repurchase Option shall be terminated upon the closing of any of the following transactions: (1) a merger or the sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company where the shareholders of the Company before such merger or sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the surviving Company; (2) the sale or exchange of all or substantially all of the Company's assets (other than a sale or transfer to a subsidiary of the Company as defined in section 425(f) of the Internal Revenue Code of 1986, as amended (the "Code")); or (3) in such other event as the Company's Board of Directors may determine to be appropriate; provided however, that the Unvested Share Repurchase Option shall be terminated with no action required by the Board of Directors if following any of the transactions described in (1)-(2) above, the employment of the Purchaser is terminated by the Company or its successor without cause.
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Early Termination of Unvested Share Repurchase Option. The other ----------------------------------------------------- provisions of Section 2 notwithstanding, the Company's Board of Directors may terminate the Unvested Share Repurchase Option in the event of (1) a merger in which the Company is not the surviving corporation; (2) a merger or the sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company where the shareholders before such merger or sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the surviving
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Related to Early Termination of Unvested Share 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.

  • 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.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • 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").

  • Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

  • Termination Option Event The term “

  • Termination of Option (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of:

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Early Termination Option (a) Subject to the first sentence of Section 15.2 and the limitations contained in Section 14.1(b), on any day (the “Early Termination Payment Date”) after the Delivery Date and so long as Lessee has not delivered written notice that it intends to exercise the Sale Option, Lessee may, at its option, upon at least 30 days advance written notice to Agent and Lessor, purchase one or more Items of Equipment for a purchase price equal to the Early Termination Purchase Amount plus any Break Funding Amounts, if any (the “Early Termination Option”). Upon the payment of the Early Termination Purchase Amount by Lessee in accordance with the provisions of the preceding sentence, Lessor shall execute and deliver to Lessee such documents as may be reasonably requested to release or evidence the release of the Item or Items of Equipment subject to the Early Termination Option from the terms and scope of this Lease and the other Operative Documents (without representations or warranties, except that the Items of Equipment are free and clear of Lessor Liens attributable to Lessor), in such form as may be reasonably requested by Lessee, all at Lessee’s sole cost and expense. If Lessee has elected the Early Termination Option with respect to one or more Items of Equipment, Lessee shall continue to make all payments of Rent due under this Lease until and including the Early Termination Payment Date. Upon payment of the Early Termination Purchase Amount in respect of such Items of Equipment together with all Basic Rent and Supplemental Rent then due and owing, the remaining scheduled Basic Rent payments under this Lease shall be reduced by an amount equal to the product of the scheduled amount of each such remaining Basic Rent payment (determined in each case prior to the receipt of such Early Termination Purchase Amount), multiplied by the Item Value Fraction of the Item or Items of Equipment subject to such early termination. In the event Lessee shall elect the Early Termination Option with respect to all of the Items of Equipment, the obligation of Lessee to pay Rent hereunder shall cease and the term of this Lease shall end on the date of such payment.

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