Common use of Release/Surrender Clause in Contracts

Release/Surrender. The Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company for repurchase and cancellation: (a) Should Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company concurrently with the payment to Employee of an amount equal to the aggregate Purchase Price paid for those Unvested Shares, and Employee shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (b) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Employee. (c) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s request, but not more frequently than once every six months. (d) All Unvested Shares which vest (and any other vested assets and securities attributable thereto) shall be released within 30 days after the termination of Employee’s employment with Company for any reason.

Appears in 8 contracts

Sources: Restricted Stock Ownership Agreement (Monitronics International Inc), Restricted Stock Ownership Agreement (Monitronics International Inc), Restricted Stock Ownership Agreement (Monitronics International Inc)

Release/Surrender. The Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for those such Unvested Shares (together with any other assets or securities attributable issued with respect thereto) shall be surrendered delivered to the Company for cancellation, concurrently with the payment to Employee the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Purchase Repurchase Price paid for those such Unvested Shares, and Employee the Owner shall cease to have any no further rights or claims with respect to such Unvested Shares (or other assets or securities attributable theretosecurities). (b) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Employee. (c) As the Unvested interest of Stockholder in the Shares (or any other assets or securities attributable issued with respect thereto) vest vests in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” provisions of Article 5 above, the certificates for those such vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s requestand delivered to the Owner, but not more frequently than once every six months.if requested by the Owner, in accordance with the following schedule: (d1) All Unvested Shares which vest Releases of vested shares (and any or other vested assets and securities attributable theretosecurities) from escrow shall be released within 30 days effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of Employeethe Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s employment with Company for any reasonRight of First Refusal until such provisions terminate in accordance herewith.

Appears in 8 contracts

Sources: Restricted Stock Issuance Agreement (Receptos, Inc.), Restricted Stock Issuance Agreement (Receptos, Inc.), Restricted Stock Issuance Agreement (Receptos, Inc.)

Release/Surrender. The Restricted Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellation: (ai) Should Company the Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company the Corporation concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Exercise Price paid for those such Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should Company the Corporation elect not to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect NOT to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOwner. (civ) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six (6) months. (dv) All Unvested Purchased Shares which vest (and any other vested assets and securities attributable thereto) shall be released within 30 thirty (30) days after the termination EARLIER to occur of Employee’s employment with Company for any reason(a) Optionee's cessation of Service or (b) the lapse of the First Refusal Right. (vi) All Purchased Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (a) the First Refusal Right, to the extent such right has not otherwise lapsed and (b) the Market Stand-Off, until such restriction terminates.

Appears in 5 contracts

Sources: Restricted Stock Purchase Agreement (Jetblue Airways Corp), Restricted Stock Purchase Agreement (Jetblue Airways Corp), Restricted Stock Purchase Agreement (Jetblue Airways Corp)

Release/Surrender. The Restricted Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellation: (a) Should Company the Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 with respect to any Unvested Shares, then the escrowed certificates for those such Unvested Shares (together with any other assets or securities attributable issued with respect thereto) shall be surrendered delivered to Company the Corporation, concurrently with the payment to Employee the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Purchase Price paid for those such Unvested Shares, and Employee the Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable theretoto such Unvested Shares). (b) Should Company the Corporation (or its assignees) elect not to exercise the Repurchase its First Refusal Right under Article 6 with respect to any Unvested vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be immediately released surrendered to Employeethe Owner for disposition in accordance with the provisions of paragraph 6.4. (cd) As the interest of Individual in the Unvested Shares (or any other assets or securities attributable thereto) vest vests in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” provisions of Article 5, the certificates for those such vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s request, but not more frequently than once every six months.and delivered to the Owner in accordance with the following schedule: (di) All Unvested Shares which vest The initial release of vested shares (and any or other vested assets and securities attributable theretosecurities) from escrow shall be effected within thirty (30) days following the one year anniversary of the Effective Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals thereafter. (iii) Upon Individual's cessation of Service, any escrowed Shares (or other assets or securities) in which Individual is at the time vested shall be promptly released within 30 days after the from escrow. (iv) Upon any earlier termination of Employee’s employment the Corporation's Repurchase Right in accordance with Company for any reasonthe applicable provisions of Article 5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully- vested shares or other property. (e) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subparagraph (d) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of paragraph 4.4 until such provisions terminate in accordance therewith and (III) the Special Purchase Right under Article 8.

Appears in 5 contracts

Sources: Restricted Stock Issuance Agreement (Lifen Inc), Restricted Stock Issuance Agreement (Lifen Inc), Restricted Stock Issuance Agreement (Lifen Inc)

Release/Surrender. The Restricted Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company. (b) Should the Company concurrently with elect to exercise the payment to Employee of an amount equal to the aggregate Purchase Price paid for those Unvested Shares, and Employee shall cease to have any further rights or claims First Refusal Right with respect to such Unvested any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (or together with any other assets or securities attributable thereto)) shall be surrendered to the Company. (bc) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOwner. (cd) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six (6) months. (de) All Unvested Purchased Shares which that vest (and any other vested assets and securities attributable thereto) shall be released within 30 thirty (30) days after the termination earlier to occur of Employee’s employment with Company for any reason(i) Owner's cessation of Service or (ii) the lapse of the First Refusal Right.

Appears in 2 contracts

Sources: Restricted Stock Purchase Agreement (More Com Inc), Restricted Stock Purchase Agreement (More Com Inc)

Release/Surrender. The Restricted Common Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Repurchase Price paid for those such Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (b) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Employee. (c) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares. (dc) All Unvested Common Shares which vest (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and any other vested assets the Purchasers first refusal right and securities attributable theretothe Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) shall be released within 30 days after the termination market stand-off provisions of Employee’s employment with Company for any reasonthis Agreement, until such provisions terminate.

Appears in 2 contracts

Sources: Stock Restriction Agreement (Youcentric Inc), Stock Restriction Agreement (Youcentric Inc)

Release/Surrender. The Restricted Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellation: (ai) Should Company the Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company the Corporation concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Price paid for those Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOmitted. (ciii) Omitted. (iv) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six (6) months. (dv) All Unvested Purchased Shares which vest (and any other vested assets and securities attributable thereto) shall be released within 30 thirty (30) days after the termination Purchaser's cessation of Employee’s employment with Company for any reasonService. (vi) All Purchased Shares (or other assets or securities) released from escrow shall nevertheless remain subject to the Market Stand- Off, until such restriction terminates.

Appears in 1 contract

Sources: Stock Purchase Agreement (Inflow Inc)

Release/Surrender. The Restricted Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellation: (ai) Should Company the Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company the Corporation concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Price paid for those such Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should Company the Corporation elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOwner. (ciii) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six (6) months. (d) All Unvested Shares which vest (and any other vested assets and securities attributable thereto) shall be released within 30 days after the termination of Employee’s employment with Company for any reason.

Appears in 1 contract

Sources: Stock Issuance Agreement (Us Homecare Corp)

Release/Surrender. The Restricted Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Employee Subscriber of an amount equal to the aggregate Purchase Price paid for those such Unvested Shares, and Employee Subscriber shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (b) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeSubscriber. (c) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Subscriber's request, but not more frequently than once every six three (3) months. (d) All Unvested Shares which vest that are vested (and any other vested assets and securities attributable thereto) shall be released from the escrow within 30 thirty (30) days after Subscriber's cessation of Service (subject to any right of first refusal outstanding as of the termination time of Employee’s employment with Company for any reasonSubscriber's cessation of Service).

Appears in 1 contract

Sources: Stock Subscription Agreement (Clearcommerce Corp)

Release/Surrender. The Restricted Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellation: (ai) Should Company the Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company the Corporation concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Price paid for those Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should Company the Corporation elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOwner. (ciii) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six months. (div) All Unvested Upon any earlier termination of the Repurchase Right in connection with a Corporate Transaction or Involuntary Termination, any Purchased Shares which vest (and any or other vested assets and securities attributable theretoor securities) at the time held in escrow hereunder shall promptly be released within 30 days after the termination of Employee’s employment with Company for any reasonto Owner.

Appears in 1 contract

Sources: Stock Issuance Agreement (Smith Micro Software Inc)

Release/Surrender. The Restricted Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company the Corporation for repurchase and cancellationcancellaton: (ai) Should Company the Corporation elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company the Corporation concurrently with the payment to Employee Owner of an amount equal to the aggregate Purchase Exercise Price paid for those Unvested Shares, and Employee Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto). (bii) Should Company the Corporation elect not NOT to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to EmployeeOwner. (ciii) As the Unvested Purchased Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s Owner's request, but not more frequently than once every six months. (div) All Unvested Shares which vest (and Upon any other vested assets and securities attributable thereto) shall be released within 30 days after the earlier termination of Employee’s employment the Repurchase Right in connection with Company for a Corporate Transaction or Involuntary Termination, any reason.Purchased

Appears in 1 contract

Sources: Stock Purchase Agreement (Vista Medical Technologies Inc)