Common use of Good Leaver Clause in Contracts

Good Leaver. If the Shareholder’s Employment is terminated and the Shareholder is a Good Leaver, ATDS, the Company (or its designee) shall have the option, but not the obligation, to repurchase such portion of the Shareholder’s Shares as is determined in accordance with the table below at a price per Share equal to the purchase price of such Share (calculated by dividing the Purchase Price for all Shares by the number of Shares being acquired pursuant to this clause) as of the date such Shareholder is provided with a written notice requiring the repurchase of his Shares. Such consideration may at the election of the Company be satisfied by a waiver of all or part of the Shareholder’s outstanding obligations under the Promissory Note. Date on which the Shareholder’s Employment terminates if he is a Good Leaver % of Shareholder’s Shares ATDS, the Company (or its designee) may repurchase On or before the first anniversary of the Anniversary Date 100% After the first anniversary of the Anniversary Date but on or before the second anniversary of the Anniversary Date 75% After the second anniversary of the Anniversary Date but on or before the third anniversary of the Anniversary Date 50% After the third anniversary of the Anniversary Date but on or before the fourth anniversary of the Anniversary Date 25%

Appears in 4 contracts

Samples: Purchase and Shareholders Agreement (ADC Therapeutics SA), Purchase and Shareholders Agreement (ADC Therapeutics SA), Purchase and Shareholders Agreement (ADC Therapeutics SA)

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