Common use of Exercise of Repurchase Option Clause in Contracts

Exercise of Repurchase Option. For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's Repurchase Option (as defined below), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares repurchased by the Company. In the event the Company fails to pay the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Exercise of Repurchase Option. For The Repurchase Option shall be ----------------------------- exercised by the Company by delivery to Participant, within the 60 day period specified in Section 3(a) hereof, of a period written notice of two its election to so exercise. Such notice shall therein specify (2i) years following the Effective Date for so long number of Shares which shall have vested as of the Termination Date; (ii) the number of Shares which the Company elects to repurchase; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Participant shall surrender (if Participant has not already done so) the certificate or certificates representing the Shares are subject to be purchased pursuant to the Company's Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Participant or such person as defined belowParticipant shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Participant fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Participant shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(c), in the Company shall have an irrevocableevent any principal, exclusive optioninterest, but not fees, expenses or other amounts due on or in connection with the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time Note (the "Repurchase OptionOutstanding Amount") at are owed to the Company by Participant, the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") setting forth for the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the parties and at Company's written notice of election to exercise the time of Repurchase Option. If the scheduled closing therefor. Upon Outstanding Amount exceeds the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name Price for the number of Unreleased Shares repurchased by the Company. In the event to be repurchased, Participant shall remain obligated and liable to the Company fails to pay for the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretionunpaid balance thereof.

Exercise of Repurchase Option. For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's The Repurchase Option (as defined below), shall be ----------------------------- exercised by the Company shall have an irrevocableby delivery to Employee, exclusive optionwithin the six-month period specified in Section 3(a) hereof, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a written notice of such exercise its election to so exercise. Such notice shall therein specify (the "Repurchase Notice"i) setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes elects to repurchase and repurchase; (ii) the aggregate calculation of the Repurchase Price for such Unreleased Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Employee shall surrender (if Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Employee or such person as Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 3, multiplied by the number of the Shares to be purchased. If Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 3(e), in the event any principal, interest, fees, expenses or other amounts are owed to the Company by Employee (the "Aggregate Repurchase PriceOutstanding Amount"). Within fifteen (15) days of delivery by , the Company Repurchase Price for the number of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the parties and at Company's written notice of election to exercise the time of Repurchase Option. If the scheduled closing therefor. Upon Outstanding Amount exceeds the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name Price for the number of Unreleased the Shares repurchased by the Company. In the event to be repurchased, Employee shall remain obligated and liable to the Company fails to pay for the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretionunpaid balance thereof.

Exercise of Repurchase Option. For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's Repurchase Option (as defined below), the Company shall have an irrevocable, exclusive option, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such the Repurchase Option andby written notice to Optionee, therebyand/or any Subject Transferee of Optionee, purchase all within 60 days after (or a portion ofi) the Unreleased Shares by delivering occurrence of an event referred to in Section 9(a)(i), (ii) the Holder in writing a date the Company receives written notice of death from Optionee’s executors or administrators, (iii) the date the Company receives actual notice of an event described in Section 9(a)(iii) or (iv) the date of death or the entry of final judgment referred to in Section 10. The Company shall designate in such exercise notice a date, time and place for the closing of the repurchase (the "Repurchase Notice") setting forth the number of Unreleased Shares as of “Closing”), which shall be not more than 60 days after the date of the Repurchase Notice which Company’s notice, unless otherwise agreed by the parties. The Closing shall take place at the offices of the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days or of delivery its counsel, unless otherwise agreed by the Company of parties. At the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase PriceClosing, the Company or its assignee (the “Purchaser”) shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating theretopurchase, and the Company selling Optionee or Subject Transferee (the “Seller”) shall have sell to the right Purchaser, the Unvested Shares as to retain which the Repurchase Option has been exercised (the “Purchased Shares”) at the price and transfer to its own name on the number of Unreleased Shares repurchased by the Company. In the event the Company fails to pay the Aggregate Repurchase Price terms set forth in paragraph (c) of this Section 9. If the Repurchase Notice within Option is not exercised, the fifteen (15) day period as required Unvested Shares subject thereto shall remain subject to all provisions of this Agreement, and if the holder of such Unvested Shares is not already a party to this Agreement such holder shall become a party to this Agreement by this Section 3(a)executing a counterpart hereof, it is agreed that the Holder's sole and exclusive remedy for such failure shall be that bound by the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, provisions of this Agreement whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretionsuch transferee does so.

Exercise of Repurchase Option. For a At any time during the period of two beginning upon November 16, 2001 and ending on the date which is three years after the Purchaser's Termination Date (2the "First Repurchase Period") years following when the Effective Date for so long as the Shares are subject to the Company's Repurchase Option then current Fair Market Value (as defined below) multiplied by the number of all then outstanding Unvested Shares and Vested Shares equals or exceeds the total amount of all principal and accrued interest then due under the Note (an "In-The-Money Period"), the Company Company, its successor in interest or the assignee of either, may elect (but shall not have an irrevocable, exclusive option, but not the obligation, ) to repurchase, for any reason or no reason, repurchase all or any portion of the Unreleased Purchaser's Unvested Shares (as defined below) from time to time (the "Repurchase Option") at and/or Vested Shares by giving Purchaser written notice of exercise of the Repurchase Price Option (as defined below). The Company may exercise each such Repurchase Option andnotice, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") and setting forth in each such Repurchase Notice the number of Unreleased Shares as of the effective date of the relevant repurchase, which date must be within an In-The-Money Period. Notwithstanding the foregoing, however, the First Repurchase Period shall terminate upon the consummation of a merger, recapitalization, reorganization or similar corporate transaction in which the Shares outstanding immediately prior thereto are converted completely into cash. At any time during the period beginning on the termination of the First Repurchase Period and ending 90 days thereafter, the Company, its successor in interest or the assignee of either, may elect (but shall not have the obligation) to repurchase all or any portion of the Purchaser's Unvested Shares by giving Purchaser a Repurchase Notice which and setting forth in each such Repurchase Notice the Company wishes to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company effective date of the relevant repurchase. The Repurchase NoticeOption may be exercised more than once during the periods provided above until all Unvested Shares and, payment as applicable, Vested Shares have been repurchased. The effective date of the Aggregate Repurchase Price each such repurchase shall be made by check or wire transfer, against delivery of the Unreleased Shares conclusively determined to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares repurchased such date set forth by the Company. In the event the Company fails to pay the Aggregate Repurchase Price set forth , successor in interest or assignee in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the relevant Repurchase Notice. The Repurchase Option set forth "Fair Market Value", as used in this Section 3 may be assigned 8.2, shall mean: (i) if sales prices of securities of the same class, series and issuer as those of the Shares are quoted on the Nasdaq National Market, then the sales price per share of such securities as quoted on the Nasdaq National Market or (ii) in all other cases, as determined in good faith by the Board of Directors of the Company or its successor in whole or in part in its sole and unfettered discretioninterest.

Exercise of Repurchase Option. For a period of two (2) years following the Effective Date for so long as the Shares are subject to the Company's The Repurchase Option (as defined below), shall be ----------------------------- exercised by the Company shall have an irrevocableby delivery to Employee, exclusive optionwithin the six-month period specified in Section 2(a) hereof, but not the obligation, to repurchase, for any reason or no reason, all or any portion of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a written notice of such exercise its election to so exercise. Such notice shall therein specify (the "Repurchase Notice"i) setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes elects to repurchase and repurchase; (ii) the aggregate calculation of the Repurchase Price for such Unreleased Shares; and (iii) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Employee shall surrender (if Employee has not already done so) the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Employee or such person as Employee shall request, in the amount equal to the Repurchase Price, calculated as provided in this Section 2, multiplied by the number of the Shares to be purchased. If Employee fails to so surrender such certificate or certificates on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Employee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). Notwithstanding the foregoing in this Section 2(e), in the event any principal, interest, fees, expenses or other amounts are owed to the Company by Employee (the "Aggregate Repurchase PriceOutstanding Amount"). Within fifteen (15) days of delivery by , the Company Repurchase Price for the number of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between hereunder shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the parties and at Company's written notice of election to exercise the time of Repurchase Option. If the scheduled closing therefor. Upon Outstanding Amount exceeds the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name Price for the number of Unreleased the Shares repurchased by the Company. In the event to be repurchased, Employee shall remain obligated and liable to the Company fails to pay for the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that the Company's Repurchase Option shall immediately lapse as to all Unreleased Shares, whether or not subject to the Repurchase Notice. The Repurchase Option set forth in this Section 3 may be assigned by the Company in whole or in part in its sole and unfettered discretionunpaid balance thereof.

Exercise of Repurchase Option. For a period Unless the Company notifies the Purchaser within forty-five (45) days from the Termination Date that it does not intend to exercise the Repurchase Option with respect to some or all of two the Subject Shares, the Repurchase Option shall be deemed automatically exercised by the Company with respect to all of the Subject Shares as of the forty-fifty (245th) years day following the Effective Date Termination Date, provided that the Company may notify the Purchaser that it is exercising the Repurchase Option as of a date prior to such forty-fifty (45th) day. Unless the Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise the Repurchase Option as to some or all of the Subject Shares, execution of this Agreement by the Purchaser constitutes written notice to the Purchaser of the Company's intention to exercise the Repurchase Option with respect to all Subject Shares. The Company, at its choice, may satisfy its payment obligation to the Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to the Purchaser in the amount of the purchase price for so long as the Subject Shares are subject being repurchased, or (B) in the event the Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Subject Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to the Purchaser within fifteen (15) days after the Company's notice of exercise of the Repurchase Option (as defined belowor deemed exercise), and that if such check is not delivered or such cancellation is not effective within such fifteen (15) day period, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this Section 3(b). In the event the Purchaser is indebted to the Company at the time of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(b), the Company shall have an irrevocable, exclusive option, but not amount of such indebtedness equal to the obligation, to repurchase, for any reason or no reason, all or any portion purchase price of the Unreleased Subject Shares (as defined below) from time to time (the "Repurchase Option") at the Repurchase Price (as defined below). The Company may exercise such Repurchase Option and, thereby, purchase all (or a portion of) the Unreleased Shares by delivering to the Holder in writing a notice of such exercise (the "Repurchase Notice") setting forth the number of Unreleased Shares being repurchased shall be deemed automatically canceled as of the date of the Repurchase Notice which the Company wishes Company's deemed exercise. As a result of any repurchase of Subject Shares pursuant to repurchase and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"this Section 3(b). Within fifteen (15) days of delivery by the Company of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery of the Unreleased Shares to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Subject Shares being repurchased and shall have all rights and interests interest therein or relating related thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Subject Shares being repurchased by the Company, without further action by the Purchaser. In The Purchaser hereby authorizes and directs the event secretary or transfer agent of the Company fails to pay transfer the Aggregate Repurchase Price set forth in Shares as to which the Repurchase Notice within Option has been exercised (or deemed to have been exercised) from the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be that Purchaser to the Company's Repurchase Option . Except as provided under Section 3 hereof, the Purchaser shall immediately lapse as to all Unreleased Sharesnot transfer by sale, whether assignment, hypothecation, donation or not subject otherwise any of the Subject Shares or any interest therein prior to the release of such Shares from the Repurchase NoticeOption. The Repurchase Option set forth in this Section 3 may be assigned by Purchaser further authorizes the Company to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be transferred in whole or in part in its sole and unfettered discretionviolation of this Agreement.

Exercise of Repurchase Option. For a period of two (2) years following The Company may exercise the Effective Date for so long as the Shares are subject Repurchase Option by giving notice to the Company's Repurchase Option (as defined below)Purchaser. In addition, the Company shall be deemed to have an irrevocable, exclusive option, but not exercised the obligation, to repurchase, for any reason or no reason, all or any portion Repurchase Option as of the Unreleased Shares (as defined below) from time to time (the "Repurchase Option") at last day of the Repurchase Period, unless an officer of the Company notifies the holder of the Unvested Shares during the Repurchase Period in writing (delivered or mailed as provided in Section7(b)) that the Company expressly declines to exercise its Repurchase Option for some or all of the Unvested Shares. During the Repurchase Period, the Company shall pay to the holder of the Unvested Shares the Option Price (as defined below)for the Unvested Shares being repurchased. The Company may exercise such shall be entitled to pay for any Unvested Shares purchased pursuant to its Repurchase Option and, thereby, purchase all (at the Company’s option in cash or a portion of) the Unreleased Shares by delivering offset against any indebtedness owing to the Holder Company by Purchaser (including without limitation any Note given in writing payment for the Unvested Shares), or by a notice combination of such both. Upon exercise (the "Repurchase Notice") setting forth the number of Unreleased Shares as of the date of the Repurchase Notice which the Company wishes to repurchase Option and the aggregate Repurchase Price for such Unreleased Shares (the "Aggregate Repurchase Price"). Within fifteen (15) days of delivery by the Company of the Repurchase Notice, payment of the Aggregate Repurchase Price shall be made by check or wire transfer, against delivery purchase price in any of the Unreleased Shares to be repurchased at a place agreed upon between the parties and at the time of the scheduled closing therefor. Upon the payment of the Aggregate Repurchase Priceways described above, the Company shall become the legal and beneficial owner of the Unreleased Unvested Shares being repurchased and all rights and interests therein interest in or relating theretorelated to the Unvested Shares, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Unvested Shares being repurchased by the Company, without further action by Purchaser. In The certificate(s) representing the event Unvested Shares that have been repurchased by the Company fails to pay the Aggregate Repurchase Price set forth in the Repurchase Notice within the fifteen (15) day period as required by this Section 3(a), it is agreed that the Holder's sole and exclusive remedy for such failure shall be delivered to the Company. It is the intention of the parties that the Company's , upon exercise of the Repurchase Option and payment of the amount required by the Repurchase Option, pursuant to the terms of this Agreement, shall immediately lapse as be entitled to all Unreleased receive the Unvested Shares, whether or not subject in specie, in order to have such Unvested Shares available for future issuance without dilution of the holdings of other stockholders. It is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Unvested Shares and that the Company shall, upon proper exercise of the Repurchase Notice. The Repurchase Option set forth in this Section 3 may Option, be assigned by the Company in whole or in part in entitled to specific enforcement of its sole rights to purchase and unfettered discretionreceive said Unvested Shares.