Repurchase Option. (a) In the event that either: (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or (ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”). (b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a): (i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and (ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and (iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. If on the two (a2) In year anniversary of the event that either:
date of this Agreement (i) the Purchaser for any reason“Option Expiration Date”), except for acts of God and other unforeseen events and actions over which the Purchaser Company has no control, shall not pay the principal amount received at least an aggregate of $500,000 when due pursuant to 1,000,000 of gross proceeds from the terms sale of the Acquisition Note subject to any cure period; or
equity securities (iior securities exercisable or exchangeable for or convertible into equity securities) at any time (a “Subsequent Financing”) or if prior to the repayment of all amounts due under Option Expiration Date, the terms of OTC Market Group Inc. places a “caveat emptor” designation on the Acquisition NoteCompany’s publicly traded securities (an “OTC Designation”), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance provide written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase OptionPurchaser Notice”) to re-purchase from the Purchaser all Seller within thirty (but 30) days of the OTC Designation or Option Expiration Date, as the case may be (the “Cure Period”). If a Subsequent Financing does not less than all) of occur during the Cure Period or if the OTC Market Group Inc. does not remove the “caveat emptor” designation on the Company’s Stock (together with any shares of capital stock of publicly traded securities during the Company issued following Cure Period, the Closing Date to Seller shall have the Purchaser or any affiliate of right, but not the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option obligation, exercisable by delivering written notice to the Purchaser and within fifteen (15) days from the Company expiration of the Cure Period or such OTC Designation occurring (the “Repurchase Option NoticePeriod”), to purchase from the Purchaser the New Note (and/or, to the extent the New Note has been converted, the Conversion Shares issued upon such conversion) together with at the aggregate purchase price of $250,000. Seller’s repurchase option shall automatically terminate upon the earlier of (i) the consummation of a check Subsequent Financing, or checks (ii) if such purchase option is not exercised by Seller prior to the expiration of the Repurchase Period (if any). If the Purchaser sells on the open market all or any part of the Conversion Shares before the termination of the Repurchase Period, and Seller exercises the repurchase option in accordance with this Section 4.8, the Purchaser shall deliver to the Seller cash in an amount equal to the Repurchase Consideration sale price (excluding brokerage commissions, stock loan costs and (iiother out-of-pocket expenses, if any) of the original common stock purchase Certificate representing the Certificate Consideration for cancellation Conversion Shares transferred by the Purchaser. A closing with regard If the Purchaser transfers all or any part of the Conversion Shares in a private transaction for less than fair market value to any third party before the Stockholder’s exercise termination of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice Period, and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder Seller exercises the Repurchase Option repurchase option in accordance with this Section 1.6(a):
(i) as a break-up fee4.8, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation deliver to the Stockholder or Seller cash in an amount equal to the Company under this Agreement, Market Price of the Acquisition Note or Three Year Note or otherwiseConversion Shares on the date which Seller transferred the Conversion Shares.
Appears in 1 contract
Repurchase Option. The Stock shall be subject to a right (abut not ----------------- an obligation) In of repurchase by the event that either:Company (the "Repurchase Option"). The Company shall have the right to purchase Unvested Shares (as defined below) from the Purchaser at the Purchase Price on or after termination of the License Agreement (such termination to be pursuant to the terms set forth therein).
a. This Repurchase Option shall lapse in accordance with the schedule attached hereto as Exhibit B (the "Schedule") which sets forth the --------- amount of Stock which may be repurchased under the Repurchase Option ("Unvested Shares") and the corresponding contingencies for repurchase. The Repurchase Option shall terminate and cease to be exercisable with respect to any and all Unvested Shares upon the earlier of (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which date that is seven years from the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure perioddate hereof; or
(ii) the date upon which the **; (iii) the consummation of a **Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. merger, consolidation or other reorganization of the Company ("Merger") in which (1) securities representing more than 50% of the total combined voting power of the voting securities of the successor business entity are not immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such Merger, or (2) the consideration to the Company's stockholders for the Merger is not solely voting securities, or (3) at any time least 50% of the senior executive officers of Company immediately prior to the repayment of all amounts due under the terms Merger do not continue as senior executive officers of the Acquisition Notesuccessor business entity; (iv) the completion of a sale, the Purchaser shall intend to sell the Stock transfer or other disposition of all or substantially all of the assets Company's assets; or (v) the consummation of the Company's sale of its common stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act").
b. The Repurchase Option shall be exercised by written notice signed by the President or Treasurer of the Company to a third party, and delivered as provided in subparagraph 10(b) hereof. The Company may pay for the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock Stock it has elected to repurchase by delivery of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a cashier's check or checks by wire transfer of immediately available funds in the an aggregate amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation Purchase Price multiplied by the Purchaser. A closing with regard to the Stockholder’s exercise number of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt shares of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Stock being repurchased.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Founder Stock Purchase Agreement (Protein Polymer Technologies Inc)
Repurchase Option. (a) In the event that either:
Purchaser's continuous status as an employee or consultant of the Company (iincluding a parent or subsidiary of the Company) the Purchaser terminates for any or no reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no controlincluding resignation, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
involuntary termination, death or disability (ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notecollectively, a "TERMINATION"), the Purchaser Company shall intend upon the date of such Termination (as reasonably fixed and determined by the Company) (the "TERMINATION DATE") have an irrevocable right for a period of ninety (90) days from such Termination Date to sell the Stock repurchase any or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option Unreleased Shares (as defined in Section 4 hereof) (the “Repurchase Option”"REPURCHASE OPTION"), at the Purchase Price for the Unreleased Shares being repurchased (subject to adjustment as set forth in Section 11 hereof) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”"REPURCHASE PRICE").
(b) In the event the Stockholder exercises the The Repurchase Option in accordance with Section 1.6(a):
shall be exercised by the Company within ninety (90) days following the Termination Date by delivering or mailing to Purchaser or Purchaser's executor, (i) written notice in the manner provided for in Section 15 hereof, and (ii) a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price as a break-up feedescribed above, the Stockholder Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have a the right to retain and transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; andnumber of Shares being repurchased by the Company.
(iic) Nothing in this Agreement shall affect in any manner whatsoever the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount right or power of the principal amount paid by Company, or a parent or subsidiary of the Purchaser to Company, or their respective shareholders from removing or otherwise terminating Purchaser's status as an employee or consultant of the Stockholder under the Acquisition Note and Three Year Note; andCompany.
(iiid) the Purchaser shall have no further liability or obligation to the Stockholder or the The Company may assign its rights and delegate its duties under this Agreement, including the Acquisition Note Repurchase Option. Accordingly, whenever the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or Three Year Note more employees, officers, directors or otherwiseshareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement. If the Repurchase Option is assigned by the Company and the fair market value (as of the Termination Date) of the Unreleased Shares being repurchased, as determined in good faith by the Board of Directors of the Company, exceeds the aggregate Repurchase Price, and such assignee exercises the Repurchase Option, then the assignee shall pay to the Company the difference between the fair market value of the Unreleased Shares that are repurchased and the aggregate Repurchase Price.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Genesys Telecommunications Laboratories Inc)
Repurchase Option. (a) In Upon the event that either:
(i) termination of Recipient’s employment with the Purchaser Company and all Subsidiaries for any reasonreason (including, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment Section 3(b), as a result of all amounts due under the terms of the Acquisition NoteRecipient’s death or disability), the Purchaser shall intend to sell the Stock Company or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder its assignee shall have an irrevocable option (the “Repurchase Option”) to re-purchase repurchase any and all unvested Shares from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration Recipient, at a price of $100 0.01 per share (the “Repurchase ConsiderationOption Price”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with , as more particularly set forth in this Section 3; provided, however, that if such termination is (i) a check by the Company or checks any Subsidiary for any reason other than “cause” (as defined in the amount equal Recipient’s employment agreement with the Company) or (ii) by the Recipient for “good reason” (as defined in such Recipient’s employment agreement with the Company), then all of the Shares shall be deemed to be vested and not subject to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Option.
(b) In On the event first anniversary of the Stockholder exercises date hereof 25% of the Shares shall vest and be released from the Repurchase Option, on the second anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option, on the third anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option and on the fourth anniversary of the date hereof all of the remaining Shares shall vest and be released from the Repurchase Option (each such anniversary of the date hereof, a "Vesting Date"); provided, however, that (i) if a Change in Control (as defined in the Plan) of the Company occurs, all the Shares shall immediately vest and be released from the Repurchase Option and (ii) upon the termination of Recipient's employment with the Company and all Subsidiaries as a result of the Recipient's death or disability, any Shares scheduled to vest on the first Vesting Date following such termination shall immediately vest and be released from the Repurchase Option.
(c) 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 in accordance with Section 1.6(a):
(i) as 13(a). Such notice shall identify the number of Shares to be purchased and shall notify Recipient of the time, place and date for settlement of such purchase. The Company shall be entitled to pay for any Shares purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Recipient, or by a break-up feecombination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Stockholder Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have a the right to retain transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no Company, without further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseaction by Recipient.
Appears in 1 contract
Sources: Restricted Stock Grant Agreement (Ani Pharmaceuticals Inc)
Repurchase Option. (a) In the event that either:
(i) of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, except with or without cause (including death or disability) (a "Termination"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser has no controlor his executor, shall not pay with such Notice, of a check in the principal amount of $500,000 when due pursuant to the terms of purchase price for the Acquisition Note subject to any cure period; or
Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser. If a Termination occurs at any time after the date hereof and prior to the repayment of all amounts due under the terms last day of the Acquisition Notetwelfth full calendar month February 1, 1997 (the "Initial Period"), the Repurchase Option shall apply to 100% of the Shares. On the last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option and 1/48th of the Shares shall be released from the Repurchase Option on the last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall intend be rounded to sell the Stock nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to a third partysuch transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the Purchaser shall give the Stockholder 45 days advance written notice sale or transfer of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less more than all) 50% of the Company’s 's Common Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser a person or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) persons acting as a check group, who is or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation are not controlled directly or indirectly by the Purchaser. A closing with regard to the Stockholder’s exercise Company, in a single transaction or series of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)related transactions.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (a) In Upon the event that either:
closing of any Acquisition or IPO, Holder may, in its sole discretion, require the Company repurchase this Warrant in its entirety for an aggregate purchase price equal to (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of Five Hundred Thousand Dollars ($500,000 when due pursuant 500,000) if such Acquisition or IPO occurs prior to the terms of date that is twelve (12) months from the Acquisition Note subject to any cure period; or
Issue Date, (ii) at any time One Million Dollars ($1,000,000) if such Acquisition or IPO occurs on or after the date that is twelve (12) months from the Issue Date but prior to the repayment of all amounts due under date that is twenty-four (24) months from the terms of Issue Date, or (iii) One Million Five Hundred Thousand Dollars ($1,500,000) if such Acquisition or IPO occurs on or after the Acquisition Note, date that is twenty-four (24) months from the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option Issue Date (the “Repurchase Option”). Holder shall provide the Company with written notice of its decision to exercise the Repurchase Option which is to be delivered to the Company not more than (A) to re-purchase in connection with an Acquisition, thirty (30) days after Holder receives notice from the Purchaser all Company of the closing of any Acquisition, or (but not less than allB) of in connection with an IPO, ten (10) Business Days after the date on which the Company’s IPO price per share of Common Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation is confirmed by the Purchaserunderwriter of such IPO. A closing with regard to the Stockholder’s exercise For purpose of clarity, the Repurchase Option shall not apply to shares issued upon exercise of this Warrant, and in the event of a partial exercise of this Warrant, the repurchase amounts set forth above shall be reduced accordingly on a pro rata basis. The Repurchase Option shall automatically terminate on the first to occur no later than five business days of (i) the next calendar day immediately following the Purchaser’s receipt date on which Holder is required to notify the Company of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises any decision to exercise the Repurchase Option in accordance with the terms set forth in Section 1.6(a):
(i1.6(b)(A) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
above and (ii) the Purchaser’s obligations next calendar day immediately following the date on which Holder is required to pay notify the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered Company of any decision to the Purchaser at exercise the Repurchase Option Closing for cancellation and in accordance with the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iiiterms set forth in Section 1.6(b)(B) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseabove.]
Appears in 1 contract
Sources: Warrant to Purchase Common Stock (Upstart Holdings, Inc.)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "Termination Date") have an irrevocable, ---------------- exclusive option (the “"Repurchase Option”") for a period of 60 days from such ----------------- date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of the Company’s Stock (together with any shares of Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate lose its status as "qualified small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal Shares shall initially be subject to the Repurchase Consideration Option. 1/8th of the Shares shall be released from the Repurchase Option on the date that is six months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (ii) provided in each case that Purchaser's employment or consulting relationship with the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard Company has not been terminated prior to the Stockholder’s exercise date of such release). Fractional shares shall be rounded to the nearest whole share.
(iv) Notwithstanding Section 3(a)(iii), the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option lapse in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the paragraph 6 of Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or 's employment letter with the Company under this Agreementdated December 9, 1997 (the Acquisition Note or Three Year Note or otherwise."Employment Letter"). -----------------
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Moai Technologies Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant like). Shares subject to the terms of Company's Repurchase Option are referred to herein as "Unvested Shares" and shares that have been released from the Acquisition Note subject Company's Repurchase Option are referred to any cure period; oras "Vested Shares".
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company (whether or not said indebtedness is then due and payable), by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) 100% of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option with one-fourth (1/4th) of the Company under total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the Acquisition Note or Three Year Note or otherwisetotal number of Shares shall be released from the Repurchase Option each month thereafter, so that all shares are fully vested after four years. Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Repurchase Option. (ai) If Purchaser voluntarily terminates his employment relationship with the Company or if the Company terminates Purchaser's employment relationship with the Company for Cause (as defined below), the Company shall upon the date of such termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days ----------------- from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) 75% of the Shares shall initially be subject to the Repurchase Option. 1/48 of the total number of Shares shall be released from the Repurchase Option on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 236,250 of the Shares that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(B) In the event that either:
of a Change of Control (ias defined below) during the term of Purchaser's employment with the Company and (a) Purchaser for any reasonis not offered a position with similar responsibilities (at the same or greater base salary and bonus potential) by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles from your residence, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms 100% of the Acquisition Note subject to any cure period; or
(ii) at any time prior to Shares shall be released from the repayment of all amounts due under Repurchase Option on the terms effective date of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all transaction. For purposes of the assets foregoing sentence, it is agreed that managing the online division of the Company a major drugstore chain will not constitute a position with similar responsibilities. Subject to a third partysuch exception, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereuponhowever, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (agree that a position with similar responsibilities will include any position in which Purchaser continues to run the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise operations of the Repurchase Option Company with full executive responsibility for strategic and business planning, profit and loss, marketing, pricing and sales. Purchaser further agrees that Purchaser's responsibilities at the surviving corporation shall occur no later than five business days following not be considered to be dissimilar solely because the Purchaser’s receipt of the Repurchase Option Notice acquiring company combines and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)operates warehousing, distribution and other similar operations.
(biv) In the event the Stockholder exercises the Repurchase Option The following terms referred to in accordance with this Section 1.6(a):
(i) as a break-up fee, the Stockholder 3 shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.following meanings:
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. (a) In Purchaser hereby grants to Seller the event that either:
option (the "Repurchase Option") to repurchase the Purchased Interests from Purchaser at any time from the date hereof to and including January 5, 2002 (the "Repurchase Option Term"). The purchase price payable by Seller to Purchaser upon exercise of the Repurchase Option (the "Repurchase Price") shall be the sum of (i) the Purchaser for any reasonPurchase Price, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under paid by Purchaser pursuant to Sections 3.3, 6.1, 7.2 and 11.3 of this Agreement, (iii) all amounts paid by Indemnitor pursuant to Section 7.3 and Article 9 of this Agreement, and (iv) all costs and expenses (including reasonable attorneys' fees) of Purchaser incurred in connection with the terms initial purchase of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option Purchased Interests by delivering written notice to the Purchaser and the Company subsequent repurchase of the Purchased Interests by Seller, plus interest on such amounts from the date of this Agreement until the date paid, at a rate equal to the Prime Rate as in effect from time to time plus two percent (2%).
(b) Seller may exercise the Repurchase Option by written notice of its election to do so delivered to Purchaser at least three (3) days prior to the designated date of purchase (the “"Repurchase Option Notice”) together with Date"). Such written notice shall state (i) a check or checks in the amount equal to the Repurchase Consideration Price and (ii) the original common stock purchase Certificate representing Repurchase Date. The closing of the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following on the Repurchase Date. At such closing, Seller shall pay to Purchaser the Repurchase Price by wire transfer of funds satisfactory to Purchaser and Purchaser shall sell, transfer, assign and convey to Seller or its designee all of Purchaser’s receipt 's right, title and interest in and to the Purchased Interests, free and clear of all Liens.
(c) Unless Seller has elected to exercise the Repurchase Option and the closing of the exercise of the Repurchase Option Notice and Repurchase Consideration from has occurred during the Stockholder (the “Repurchase Option Closing”)Term in accordance with Sections 10.1(a) and 10.1(b) above, the Repurchase Option and the Seller's right to repurchase the Purchased Interests shall expire and be of no further force and effect on January 5, 2002.
(bd) In the event the Stockholder exercises During the Repurchase Option Term, Purchaser shall not transfer, assign, sell or otherwise convey or encumber the Purchased Interests to any Person other than Seller or its designee; provided, however, that this Section 10.1(d) shall not restrict or prohibit Purchaser in any way from conducting its normal course of business following the initial purchase of the Purchased Interests, which Seller expressly acknowledges may include without limitation the amendment or modification of Purchaser's formative and operating documents, the refinancing or repayment of any of Purchaser's Obligations, the addition or removal of partners in Purchaser, the assignment, modification or amendment of any Project Contract or any other action or failure to act of Purchaser; provided, further, that Seller expressly acknowledges and agrees that, following any repurchase of the Purchased Interests, it will not have any right or ability to unwind or reverse any action taken by Purchaser during the Repurchase Option Term other than in accordance with Section 1.6(a):
(i) as a breakPurchaser's then-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount effective formative and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseoperating documents.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Losses incurred by Sellers for indemnifiable claims under this Article VIII exceed Two Million Dollars (i$2,0000,000) in the Purchaser for any reasonaggregate in the fifteen months following the Closing, except for acts of God and other unforeseen events and actions over or in the event an indemnification claim has been made within such fifteen (15) month period which alleges Losses which would cause the Purchaser has no controlLosses hereunder to exceed $2,000,000, Sellers shall have a right, but not pay an obligation, upon written notice to Buyer (the principal amount of $500,000 when due pursuant “Option Notice”), to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially repurchase all of the assets membership interests or other equity interests of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”). For purposes of this section the amount of indemnifiable claims necessary to reach the threshold level of $2,000,000 shall not include any amounts paid out of the Escrow Funds.
(b) The exercise price for the Repurchase Option shall equal [***], plus the cash component of any capital expenditures invested in the Company by Buyer since the Closing Date and all third party costs expended by Buyer from the date of the letter of intent to the Closing Date plus an 8% annual rate of return for the period from closing to the date on which the repurchase shall occur, less any distributions taken by Buyer (the “Exercise Price”) to re-purchase from the Purchaser be paid in cash at such closing.
(c) The Repurchase Option shall be for all (but not less than all) of the Company’s Stock (together with any shares of capital stock membership interests or other equity interests of the Company issued following and its subsidiaries and be completed upon execution and delivery of an executed membership equity transfer assignment and power in exchange for the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 Exercise Price (the “Repurchase ConsiderationAssignment”). Such Assignment shall contain only limited representations and warranties related to the ownership of the membership interests in the Company and its subsidiaries.
(d) The Stockholder shall exercise his Repurchase Option by delivering written notice to shall be exercisable immediately after the Purchaser and Losses exceed $2,000,000 in the Company aggregate (the “Repurchase Option Trigger Event”). Such option shall expire ninety (90) days after the Option Trigger Event.
(e) Sellers shall deliver written notice of exercise of this option in accordance with the notice provisions of this Agreement in the form set forth as Exhibit D hereto (the “Exercise Notice”). Such Exercise Notice shall specify a closing date. Within seven (7) together with days thereafter Buyer shall deliver to Sellers a computation of the Exercise Price.
(if) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A The closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business within thirty (30) days following the Purchaser’s receipt delivery of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Exercise Notice.
(bg) In For purposes of this section, “Losses” shall be calculated after the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
Basket maximum has been reached and shall mean any actual payment, accepted known liability, expense (iincluding cost of investigation and defense and reasonable attorney fees) net of any tax benefits inuring to Sellers and any insurance proceeds received by Sellers as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to result of such indemnifiable claim. ARTICLE IX Closing Documents Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.9.1
Appears in 1 contract
Repurchase Option. (a) In the event that either:
of a Separation, the Purchased Securities (iwhether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Purchaser for any reason, except for acts of God Company and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due Investors pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”) ). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to re-purchase from the Purchaser all (but not less than all) members of the Company’s Stock (together , then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any shares of capital stock repurchase of the Company issued following the Closing Date to the Purchaser or any affiliate securities of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)such Subsidiary.
(b) In the event of a Separation, the Stockholder exercises Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered prior to the Purchaser at date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Closing Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for cancellation such units and the Stockholder shalltime and place for the closing of the transaction.
(c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, on the Investors shall be entitled to exercise the Repurchase Option Closing Datefor all, repay the full amount but not less than all, of the principal amount paid Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.
(d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Purchaser Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Stockholder under Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Acquisition Note Investors will be entitled to receive customary representations and Three Year Note; andwarranties with respect to title and enforceability from the sellers regarding such sale.
(iiie) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the Purchaser shall have no further liability or obligation consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the Stockholder or consummation of a Sale of the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Sources: Management Unit Purchase Agreement (VWR Funding, Inc.)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such date to the terms repurchase all or any portion of the Acquisition Note subject to Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) 100% of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option. One-fourth (1/4th) of the Company under total number of Shares shall be released from the Repurchase Option on the twelve-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the Acquisition Note or Three Year Note or otherwisetotal number of Shares shall be released from the Repurchase Option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, upon the date of such termination (the "Termination Date"), the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 90 days from such date to the terms repurchase all or any portion of the Acquisition Note subject to Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) at any time prior to Unless the repayment of all amounts due under Company notifies Purchaser within 90 days from the terms of the Acquisition Note, the Purchaser shall Termination Date that it does not intend to sell the Stock exercise its Repurchase Option with respect to some or all or substantially all of the assets Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to a third partysuch 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, the execution of this Agreement by Purchaser shall give the Stockholder 45 days advance constitutes written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together 's intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following by either (A) delivering a check to Purchaser in the Purchaser’s receipt amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the 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. In the event of any deemed automatic exercise of the Repurchase Option Notice and Repurchase Consideration from pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Stockholder (Company, such indebtedness equal to the “Repurchase Option Closing”).
(b) In purchase price of the event Shares being repurchased shall be deemed automatically canceled as of the Stockholder exercises 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. Any failure on the part of the Company to promptly satisfy its payment obligations for the Repurchase Option shall not, in accordance with any way, affect the enforceability of the Company's exercise of the Repurchase Option. As a result of any repurchase of Shares pursuant to this Section 1.6(a):
(i) as a break-up fee3(a), the Stockholder Company shall become the legal and beneficial owner of the Shares being repurchased and shall have a all rights and interest therein or related thereto, and the Company shall have the right to retain transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount number of the principal amount paid Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; andCompany, without further action by Purchaser.
(iii) All of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option. Provided that Purchaser remains continuously employed by the Company under this Agreement(or continues to provide services to the Company as a consultant), the Acquisition Note or Three Year Note or otherwise.Shares shall be released from the Repurchase Option pursuant to the following schedule:
Appears in 1 contract
Repurchase Option. (ai) If Purchaser voluntarily terminates his employment relationship with the Company or if the Company terminates Purchaser's employment relationship with the Company for Cause (as defined below), the Company shall upon the date of such termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days ----------------- from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) 75% of the Shares shall initially be subject to the Repurchase Option. 1/48 of the total number of Shares shall be released from the Repurchase Option on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing:
(A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 121,875 of the Shares (which amount is 1/8 of the total number of Shares) that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii).
(B) In the event that either:
of a Change of Control (ias defined below) and (a) Purchaser is not offered a position with similar responsibilities by the Purchaser for any reasonsurviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles form your residence, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms 100% of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser Shares shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase be released from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following on the Purchaser’s receipt effective date of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)transaction.
(biv) In the event the Stockholder exercises the Repurchase Option The following terms referred to in accordance with this Section 1.6(a):
(i) as a break-up fee, the Stockholder 3 shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.following meanings:
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Drugstore Com Inc)
Repurchase Option. (a) In the event that either:
(i) the Purchaser Buyer for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser Buyer has no control, shall not pay satisfy the material conditions to the Second Closing, including payment of the principal amount of $500,000 when 792,500 due pursuant to the terms of the Acquisition Promissory Note subject to any cure period; or
(ii) during the period following the First Closing through the Second Closing, YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or ▇▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Shares held by them so that, following such transactions, they beneficially own in the aggregate and collectively at any the time prior to of such transactions and as disclosed in an appropriate filing with the repayment SEC 15% or more of all amounts due under the terms then issued and outstanding shares of the Acquisition NoteBuyer’s Common Stock, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third partyMembers, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereuponjointly and not severally, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital Buyer Sub common stock of the Company issued following the Closing Date held in escrow pursuant to the Purchaser or any affiliate of the Purchaser) Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder Repurchase Option shall be exercisable for a period of 15 days following the first occurrence of an event set forth in either subparagraph (a) or (b) above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Members, jointly and not severally, shall exercise his their Repurchase Option by delivering written notice to the Purchaser Buyer and Buyer Sub on or before the Company expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the PurchaserConsideration. A closing with regard to the StockholderMember’s exercise of the Repurchase Option shall occur no later than five 15 business days following the PurchaserBuyer’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder Members (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises Members exercise the Repurchase Option in accordance with Section 1.6(a1.12(a):
(i) as a break-up fee, the Stockholder Members shall have a right to retain (A) all of the Certificate shares of Buyer Common stock issued to Stockholder at the First Closing pursuant to Section 1.21.6 above and (B) 5,000,000 shares of Buyer Common Stock issued pursuant to Section 1.7(a) above; and
(ii) the PurchaserBuyer’s obligations to pay the principal amount and interest due under the Acquisition Note Promissory Notes and Three One Year Note Notes shall terminate and such promissory notes shall be delivered to the Purchaser Buyer at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Notecancellation; and
(iii) the Purchaser Buyer shall have no further liability or obligation to the Stockholder Members or the Company Surviving Corporation under this Agreement, the Acquisition Note or Three Year Note Collateral Agreements, or otherwise.
Appears in 1 contract
Sources: Merger Agreement (Ariel Way Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts with or without cause, the Company shall upon the date of God and other unforeseen events and actions over which such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms as of the Acquisition Note subject to Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time prior following the Termination Date to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the repayment Company, by cancellation by the Company of all amounts due under an amount of such indebtedness equal to the terms purchase price for the 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. Upon delivery of such notice and payment of the Acquisition Notepurchase price in any of the ways described above, the Purchaser Company shall intend become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to sell transfer to its own name the Stock number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. Three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option on the three-month anniversary of the Vesting Commencement Date; six forty-eighths (6/48) of the Shares shall be released from the Repurchase Option on the nine-month anniversary of the Vesting Commencement Date; and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option every month thereafter such that all Shares shall be released from the Repurchase Option four years from the Vesting Commencement Date, provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event during Purchaser's employment with the Company there occurs a "change in control", which results in a material reduction of the Purchaser's responsibilities within 90 days of such change of control, 50% of the Shares then subject to the Repurchase Option shall be released from the Repurchase Option. If such change in control occurs during the one year period following the Vesting Commencement Date, an aggregate total of 187,500 Shares (which number includes Shares previously released from the Repurchase Option) shall be or have been released from the Repurchase Option. "Change of Control" means (i) any acquisition of more than 50% of the Company's then outstanding voting securities or (ii) the sale or disposition of all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (a) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not (A) pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period or (B) pay the principal amount of $1,000,000 (subject to adjustment pursuant to Section 4.7, below) when due pursuant to the terms of the Five Year Note subject to any cure period; or
(ii) during a two (2) year period following the Closing Date, YA Global Investments, LP (f/k/a Cornell Capital Partners, LLP) and/or M▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Stock held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in a filing with the Securities and Exchange Commission (the “SEC”) 15% or more of the then issued and outstanding shares of the Purchaser’s Common Stock; or
(iii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note and Five Year Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 30 days following the first occurrence of an event set forth above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company on or before the expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate warrant representing the Certificate Warrant Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate Warrant issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Five Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Five Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Five Year Note or otherwise.
Appears in 1 contract
Repurchase Option. The Shares shall be subject to the following repurchase option in favor of the Company (the "Repurchase Option"):
(a) In If the event that either:
Shareholder's employment as an employee of the Company is terminated (i1) by the Purchaser Company for any reason, except (2) by the Shareholder for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms any reason or (3) upon death or total disability of the Acquisition Note subject to any cure period; or
(ii) Shareholder, the Company shall have the right at any time prior to within ninety (90) days after the repayment date of all amounts due under the terms termination of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all Shareholder's employment as an employee of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “"Termination Date"), provided that the Termination Date shall have occurred prior to the termination of the Repurchase Option, to repurchase from the Shareholder, at a price per share of $0.14 (appropriately adjusted for any subsequent stock split, dividend, combination, other recapitalization or similar event) (the "Repurchase Price"), up to but not exceeding the number of Shares that do not constitute Vested Shares (as defined below) as of the date immediately prior to the Termination Date.
(b) The Shares shall vest and be no longer be subject to the Repurchase Option Notice”(the "Vested Shares") together as follows:
(1) 6.25% of the Shares shall vest and be no longer subject to the Repurchase Option every three months beginning September 14, 1999 (which shall be the first vesting date) and ending on June 14, 2003.
(2) Immediately prior to the closing of a merger, consolidation, recapitalization or other business combination or transaction pursuant to which the holders of the outstanding voting power of the Company immediately prior to the transaction would hold less than 50% of the outstanding voting power of the Company immediately after the transaction (except for a merger effected exclusively for the purpose of changing the domicile of the Company) (a "Change of Control") and in which the Company or shareholders of the Company received as consideration in connection with such transaction cash, securities or other assets valued in excess of $75 million, 25% of the then outstanding Shares that are not at that time Vested Shares shall become vested. Immediately prior to a Change of Control in which the Company or the shareholders of the Company receive as consideration in connection with such transaction cash, securities or other assets valued in excess of $250 million, 50% of the then outstanding Shares that are not at that time Vested Shares shall become vested. Each of the events described in in this subparagraph shall be deemed an "Acceleration Event".
(ic) The Repurchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer or director of the Company after approval by the Board of Directors and shall be delivered to the Shareholder on or prior to the expiration of the 90-day period referred to in paragraph (a) above. The Company may pay for the Shares it has elected to repurchase (1) by delivery to the Shareholder of a check or checks in the amount of the aggregate Repurchase Price for the number of Shares being repurchased, (2) by cancellation by the Company of an amount of the Shareholder's indebtedness to the Company equal to the aggregate Repurchase Consideration Price for the number of Shares being repurchased or (3) by a combination of (1) and (ii) 2). Payment of the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s Repurchase Price shall be completed as promptly as reasonably practicable after notice of exercise of the Repurchase Option shall occur no later than five business days following is delivered to the Purchaser’s Shareholder.
(d) Upon receipt of any certificate(s) representing the Shares subject to the Repurchase Option, the Shareholder shall immediately pledge and deliver the certificate(s) to the Company as pledgeholder, to be held pursuant to the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right Pledge Agreement to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Promissory Note and Three Year Note shall terminate execute and such promissory notes shall be delivered deliver to the Purchaser at Company an assignment separate from certificate endorsed in blank for such Shares in substantially the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.form set forth in Attachment 1 hereto. ------------
Appears in 1 contract
Sources: Stock Subscription and Repurchase Agreement (Driveway Corp)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "TERMINATION DATE") have an irrevocable, exclusive option (the “Repurchase Option”"REPURCHASE OPTION") for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted for any stock splits, stock dividends and the like); PROVIDED, HOWEVER, that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate not qualify as "small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal Shares shall initially be subject to the Repurchase Consideration Option. 1/12 of the Shares shall be released from the Repurchase Option on the date that is one (1) month after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/12 of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (ii) provided in each case that Purchaser's employment or consulting relationship with the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard Company has not been terminated prior to the Stockholder’s exercise date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of be deemed to be released from the Repurchase Option Notice and Repurchase Consideration from as of the Stockholder (the “Repurchase Option Closing”)time of such death or disability.
(bv) In Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Stockholder exercises Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered immediately prior to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Termination Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason with or without cause, except the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which 60 days from the Purchaser has no control, shall not pay effective date of such termination (the principal amount of $500,000 when due pursuant "Termination Date") to the terms repurchase ail or any portion of the Acquisition Note subject to Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to number of Shares being repurchased by the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation Company, without further action by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) 100% of the Shares shall initially be subject to the Repurchase Option. Thereafter, the Shares held by Purchaser shall have no further liability or obligation be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the Stockholder or date of any such release): twenty (20%) percent of the Company under this Agreementtotal number of Shares shall be released from the repurchase option on August 1, 1999 and one sixtieth (1/60th) of the Acquisition Note or Three Year Note or otherwiseShares shall be released from the repurchase option at the end of each month thereafter until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Simplex Solutions Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to at the Purchaser original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”like).
(bii) In the event the Stockholder exercises the The Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, shall be exercised by the Stockholder shall have a right Company by written notice to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser or Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser executor and, at the Repurchase Option Closing for cancellation and Company’s option, (A) by delivery to Purchaser or Purchaser’s executor with such notice of a check in the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Purchaser Company of an amount of such indebtedness equal to the Stockholder under purchase price for the Acquisition Note Shares being repurchased, or (C) by a combination of (A) and Three Year Note; and(B) so that the combined payment and cancellation of indebtedness equals such purchase price. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option. <<VestingSchedule>>, until all Shares are released from the Company under this Agreement, Repurchase Option. Fractional shares shall be rounded to the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Foundry Networks Inc)
Repurchase Option. (ai) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that either:the combined payment and cancellation of indebtedness equals such purchase price. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. Twenty-five percent (25%) of the total Shares shall be vested as of the Vesting Commencement Date (as set forth on the signature page of this Agreement) and 1/36 of the remaining Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the Purchaser for any reason, except for acts direct or indirect sale of God and other unforeseen events and actions over which or exchange in a single series of related transactions by the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms shareholders of the Acquisition Note subject to any cure period; or
Company of more than fifty percent (50%) of the voting stock of the Company, (ii) at any time prior to a merger or consolidation in which the repayment Company is a party or (iii) the sale, exchange or transfer of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company to a third partyimmediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the Purchaser shall give same proportions as their ownership of shares of the Stockholder 45 days advance written notice Company's voting stock immediately before such transaction or single series of such a proposed transaction; whereuponrelated transactions, the Stockholder shall have an option direct or indirect beneficial ownership of more than fifty percent (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all50%) of the Company’s Stock (together with any shares total combined voting power of capital the outstanding voting stock of the Company issued following or the Closing Date corporation or corporations to which the Purchaser or any affiliate assets of the Purchaser) for aggregate consideration of $100 (Company were transferred, as the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)case may be.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (a) In After the event that either:
Termination Date, the Originators (or the Servicers on behalf of the Originators) may, by sending a written notice not less than five Business Days before the requested repurchase date, request the Purchaser to sell all outstanding Purchased Receivables originating the Spanish Originator and/or the German Originators and/or US Originator at a fair market repurchase price plus any additional costs and taxes resulting from such sale, subject to (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which having repurchased the Purchaser has no control, shall not pay Global Portfolio from MBCC in accordance with the principal amount of $500,000 when due pursuant to the terms provisions of the Acquisition Note subject to any cure periodBelgian Receivables Assignment Agreement under equivalent conditions; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise Purchase Price in respect of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount Purchased Receivables having been paid by the Purchaser to the Stockholder under the Acquisition Note relevant Originator; and Three Year Note; and
(iii) the credit balance of each Ledger (taking into account the treatment of that repurchase price as a Collection) having been duly paid to the Purchaser at the latest at the Settlement Date prior to such repurchase.
(b) The Purchaser shall have no further liability be free to accept or obligation reject any request made pursuant to paragraph (a) above at its absolute discretion. The Purchaser shall notify the relevant Originator and Servicer of any decision made pursuant to paragraph (a) above not later than three Business Days after the receipt of the relevant request. Such purchase is subject to the Stockholder Purchaser repurchasing the relevant Purchased Receivables from MBCC pursuant to the Belgian Receivables Assignment Agreement.
(c) The relevant Originator must pay the repurchase price referred to in paragraph (a) above on the Settlement Date immediately following the repurchase date proposed by such Originator and accepted by the Purchaser or on any later date as agreed between the Company under this AgreementPurchaser and the relevant Originator and/or Servicer pursuant to Clauses 8 (Waterfall), the Acquisition Note or Three Year Note or otherwise9 (Ledgers) and 10 (Settlement).
Appears in 1 contract
Repurchase Option. (a) In At any time after May 21, 1996, the event that either:
(i) Issuer shall have the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which right to repurchase the Purchaser has no control, shall not pay the principal amount Series A Warrants at a price of $500,000 when due pursuant to 0.10 per Series A Warrant ("Repurchase Price"); provided, that, the terms Closing Price per share of Common --------- ----- Stock for each of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 immediately preceding twenty consecutive trading days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less was greater than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)2.25 per share.
(b) At any time after May 21, 1997, the Issuer shall have the right to repurchase the Series B Warrants at a price of $0.10 per Series B Warrant ("Repurchase Price"); provided, that, the Closing Price per share of Common --------- ----- Stock for each of the immediately preceding twenty consecutive trading days was greater than $2.50 per share.
(c) The Issuer may repurchase such Warrants on a date designated in writing by the Issuer to each holder (the "Call Closing Date"). The Call Closing Date shall be no later than 30 days after giving of such written notice.
(d) On the Call Closing Date, the Holders shall surrender their Warrants to the Issuer without representation or warranty (other than that the holder has good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind), against payment therefor by (at the option of the Holder)
(i) wire transfer to an account in a bank located in the United States designated by the Holder for such purpose upon adequate advance notice or (ii) a certified or official bank check payable to the order of the Holder.
(e) In the event the Stockholder Company exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain repurchase the Certificate issued Warrants, such Warrants will be exercisable until 5:00 P.M., local time on the date for redemption fixed in such notice. If any Warrant called for repurchase is not exercised by such time, it will cease to Stockholder pursuant to Section 1.2; and
(ii) be exercisable and the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall holder will be delivered entitled only to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisePrice.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Purchaser’s Continuous Service Status (ias defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of Purchaser’s death or disability (as defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), by the Company for any reason or by Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, shall upon the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to re-purchase repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Purchaser all Repurchase Option, at the price equal to $0.01 per Vesting Share (but not less than alladjusted for any stock splits, stock dividends and the like) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase ConsiderationTermination Price”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Notwithstanding the Purchaser and provisions of this Section 4, Holder hereby acknowledges that the Company (the “Repurchase Option Notice”) together with (i) a check has no obligation, either now or checks in the amount equal future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the event that the Company elects to exercise its Repurchase Consideration and (ii) Option, the original common stock purchase Certificate representing Termination Price may be less than the Certificate Consideration for cancellation value of the Vesting Shares being repurchased by the Purchaser. A closing Company, and that Holder bears any risk associated with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)potential loss in value.
(b) In The Repurchase Option shall be exercised by the Company by written notice at any time within three months following the Termination Date to Holder or, in the event of Purchaser’s death, Purchaser’s executor, and, at the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
Company’s option: (i) as by delivery to Purchaser or Purchaser’s executor of a break-up fee, check in the Stockholder shall have a right to retain amount of the Certificate issued to Stockholder pursuant to Section 1.2Termination Price for the Vesting Shares being repurchased; and
(ii) by cancellation by the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered Company of indebtedness equal to the Purchaser at Termination Price for the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year NoteVesting Shares being repurchased; and
or (iii) by a combination of (i) and (ii) so that the Purchaser combined payment and cancellation of indebtedness equals such Termination Price. Upon delivery of such notice and payment of the Termination Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Vesting Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have no the right to transfer to its own name the number of Vesting Shares being repurchased by the Company, without further liability or obligation action by any Holder.
(c) On the date hereof, none of the Shares shall be vested, and all 1,000,000 of the Shares (the “Vesting Shares”) shall be subject to the Stockholder or Repurchase Option. Of the Company under Vesting Shares, 500,000 Shares shall vest on the Award Date I and 500,000 Shares shall vest on the Award Date II. For purposes of this Agreement, the Acquisition Note or Three Year Note or otherwise.“
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Viking Therapeutics, Inc.)
Repurchase Option. (a) In the event that either:
of (i) the Purchaser for any reasonvoluntary termination ----------------- of Purchaser's employment or consulting relationship with the Company, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
than a Constructive Termination (as defined below) or (ii) the termination of Purchaser's employment relationship with the Company "for Cause" (as defined below), the Company shall upon the date of such termination have an irrevocable, exclusive option for a period of sixty (60) days from such date to repurchase all or any portion of the Shares held by the Purchaser as of such date which have not yet been released from the Company's repurchase option, at the original purchase price per Share specified in Section 1 (adjusted for any time stock splits, stock dividends and the like). The option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor and, at the Company's option, (i) by delivery to the Purchaser or the Purchaser's executor with such Notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. 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 Shares 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 number of Shares being repurchased by the Company, without further action by the Purchaser. One hundred percent (100%) of the Shares purchased by the Purchaser (the "Unvested Shares") shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Unvested Shares held by the Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that the Purchaser's employment or consulting relationship with the Company has not been terminated prior to the repayment date of all amounts due under the terms any such release): twenty-five (25%) of the Acquisition NoteUnvested Shares shall be released from the Company's repurchase option immediately upon the start of the Vesting Commencement Date (as set forth on the signature page of this Agreement) and then the balance of Unvested Shares shall be released from the Company's repurchase option in equal successive monthly installments upon the completion of each of the next forty-eight (48) months thereafter, until all Shares are released from the Purchaser shall intend to sell Company's repurchase option; provided, however, that in the Stock or event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, and if and only if the shareholders of the Company immediately prior to such sale or merger do not own a third partymajority of the outstanding voting securities of the acquiring or surviving company, then all of the then Unvested Shares held by Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase be released from the Purchaser all (but not less than all) repurchase option. Fractional shares shall be rounded to the nearest whole share. Upon the expiration or exercise of the Company’s Stock (together with any shares 's repurchase option described in this Section 3(a), a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(b) of capital stock of the Company issued following the Closing Date this Agreement and delivered to the Purchaser or any affiliate Purchaser.
(1) For purposes of the Purchaser) this Section 3(a), termination "for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder Cause" shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with mean (i) the willful failure by Purchaser substantially to perform his material duties after a check or checks written demand for substantial performance is delivered to Purchaser by the Board of Directors which specifically identifies the manner in which the amount equal Board of Directors believes that Purchaser has not substantially performed his material duties (including without limitation the failure by Purchaser to follow any reasonable specific directive established by a majority of the Repurchase Consideration disinterested members of the Company's Board of Directors and of which Purchaser is given notice), which failure to perform continues for 30 days after such written notice (or, if longer than 30 days is reasonably required to cure, where such failure to perform continues beyond the end of the period reasonably required to cure, provided that such extension of the cure period beyond 30 days will apply only if Purchaser diligently seeks to cure during such extension period and further provided that in no event shall the total period to cure exceed 60 days); (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard bad faith conduct related to the Stockholder’s exercise Company or the performance of Purchaser's material duties for the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2Company; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
or (iii) the conviction of Purchaser shall have no further liability of any crime involving the property or obligation to the Stockholder or business of the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseits affiliates.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Foundry Networks Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "TERMINATION DATE") have an irrevocable, ---------------- exclusive option (the "REPURCHASE OPTION") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such ----------------- date to the terms repurchase all or any portion of the Acquisition Note subject to Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section I (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at any time prior the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the repayment Company, by cancellation by the Company of all amounts due under an amount of such indebtedness equal to the terms purchase price for the 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. Upon delivery of such notice and payment of the Acquisition Notepurchase price in any of the ways described above, the Purchaser Company shall intend to sell become the Stock or all or substantially all legal and beneficial owner of the assets of Shares being repurchased and all rights and interest therein or related thereto, and the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(the “Repurchase Option”iii) to re-purchase from the Purchaser all One hundred percent (but not less than all100%) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder Unvested Shares shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal initially be subject to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the PurchaserOption. A closing with regard to the Stockholder’s exercise of the Repurchase Option The Unvested Shares shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration be released from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain Vesting Schedule set forth in the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) Notice of Stock Option Grant until all Shares are released from the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Repurchase Option. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Early Exercise Notice and Restricted Stock Purchase Agreement (Top Tier Software Inc)
Repurchase Option. (ai) In the event that either:
(i) of the termination of Purchaser's Service by Purchaser or the Company for any reason, except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which 90 days from such date to repurchase all or any portion of the Purchaser has no control, shall not pay Unvested Shares at the principal amount repurchase price of $500,000 when due pursuant 0.17 per share, appropriately adjusted in the event of a stock - 4 - dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the terms date of the Acquisition Note subject to any cure period; orthis Agreement.
(ii) at any time prior to Unless the repayment Company notifies Purchaser within 90 days from the date of all amounts due under the terms termination of the Acquisition Note, the Purchaser shall Purchaser's Service that it does not intend to sell the Stock exercise its Repurchase Option with respect to some or all or substantially all of the assets Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to a third partysuch 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, the execution of this Agreement by Purchaser shall give the Stockholder 45 days advance constitutes written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together 's intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Unvested Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested 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 occur no later than five business use good faith efforts to satisfy its payment obligation to Purchaser within 15 days following the Purchaser’s receipt after Company's notice of exercise of the Repurchase Option Notice (or deemed exercise), and Repurchase Consideration that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the Stockholder amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the “Repurchase Option Closing”Company has satisfied its payment obligation under this paragraph (ii).
(b) . In the event the Stockholder exercises of any deemed automatic exercise of the Repurchase Option in accordance with pursuant to this Section 1.6(a):
(i5(a)(ii) as a break-up feeand Purchaser is then indebted to the Company, the Stockholder shall have a right amount of such indebtedness equal to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) purchase price of the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Unvested Shares being repurchased shall be delivered to deemed automatically canceled as of the Purchaser at date of Company's notice of exercise of the Repurchase Option Closing for cancellation (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Stockholder shall, on Company shall have the Repurchase Option Closing Date, repay right to transfer to its own name the full amount number of the principal amount paid Unvested Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no Company, without further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseaction by Purchaser.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (a) In the event that either:
Purchaser’s relationship with the Company (ior a parent or subsidiary of the Company) the Purchaser terminates for any reason (including death or disability), or for no reason, except for acts of God and other unforeseen events and actions over which the such that after such termination Purchaser has is no control, shall not pay the principal amount of $500,000 when due pursuant longer providing services to the terms Company (or a parent or subsidiary of the Acquisition Note subject to any cure period; or
Company) as an employee, director, consultant or advisor (ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notea “Service Provider”), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of then the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option (the “Repurchase Option”), for a period of ninety (90) days after said termination to rerepurchase from Purchaser or Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be agreed to by the Company and the Purchaser, or (2) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
(b) One Million Four Hundred and Twenty-purchase Five Thousand (1,425,000) shares of the Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option. One-sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option on a quarterly basis measured from the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all the Stock is released from the Repurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such release).
(c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company is the surviving corporation but not less the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than alla transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s Stock (together with any shares of capital stock of voting power is transferred, other than the sale by the Company issued following of stock in transactions the Closing Date primary purpose of which is to raise capital for the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser Company’s operations and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)activities.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Verastem, Inc.)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not less than allthe obligation, to exercise the Repurchase Option.
(ii) Unless the Company notifies Purchaser in writing within 90 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s Stock (together intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following by either (A) delivering a check to Purchaser in the Purchaser’s receipt amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the 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. In the event of any deemed automatic exercise of the Repurchase Option Notice pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and Repurchase Consideration from beneficial owner of the Stockholder (Shares being repurchased and shall have all rights and interest therein or related thereto, and the “Repurchase Option Closing”)Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(biii) In One hundred percent (100%) of the event Unvested Shares shall initially be subject to the Stockholder exercises Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain Vesting Schedule set forth in the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) Notice of Stock Option Grant until all Shares are released from the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Repurchase Option. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Stock Option Agreement (Omeros Corp)
Repurchase Option. REPURCHASES OF, OR SUBSTITUTION FOR, CONTRACTS FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to Substitute Contracts that materially adversely affects the Trust's interest in such Contract (a) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant without regard to the terms benefits of the Acquisition Note subject to any cure period; or
Reserve Fund) (ii) at any time prior an "Ineligible Contract"), or of an inaccuracy with respect to the repayment of all amounts due under the terms representations as to concentrations of the Acquisition NoteInitial Contracts made under Section 3.05, the Purchaser shall intend to sell party discovering the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser breach shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering prompt written notice to the Purchaser other parties (and the Company (Servicer shall, pursuant to Section 11.01 of the “Repurchase Option Notice”) together Transfer and Servicing Agreement, with (i) respect to an inaccuracy concerning concentrations, select one or more Contracts, without employing adverse selection, to be the related Excess Contract for purposes of this Section), provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Originator of any of such representations or warranties. The Originator shall repurchase each such Ineligible Contract or Excess Contract, at a check or checks in the amount repurchase price equal to the Repurchase Consideration Transfer Deposit Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or the Trust Depositor of, any such breach or inaccuracy and (ii) which breach or inaccuracy has not otherwise been cured; provided, however, that if the original common stock purchase Certificate representing Originator is able to effect a substitution for any such Ineligible Contract or Excess Contract in compliance with Section 2.04, the Certificate Consideration Originator may, in lieu of repurchasing such Contract, effect a substitution for cancellation by such affected Contract with a Substitute Contract not later than the Purchaser. A closing date a repurchase of such affected Contract would be required hereunder, and, provided further that, with regard respect to a breach of representation or warranty relating to the Stockholder’s exercise Contracts in the aggregate and not to any particular Contract the Originator may select Contracts (without adverse selection) to repurchase (or substitute for) such that had such Contracts not been included as part of the Repurchase Option shall occur no later than five business days following Trust Assets (and, in the Purchaser’s receipt case of a substitution, had such Substitute Contract been included as part of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount Trust Assets instead of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iiiselected Contract) the Purchaser shall there would have been no further liability breach of such representation or obligation to the Stockholder or the Company under warranty. Notwithstanding any other provision of this Agreement, the Acquisition Note obligation of the Originator described in this Section 6.01 shall not (a) terminate or Three Year Note be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or otherwise(b) include any obligation to make payment on account of a breach of a Contract by an Obligor subsequent to the date on which such Contract was transferred to the Trust. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the Reserve Fund.
Appears in 1 contract
Sources: Transfer Agreement (Orix Credit Alliance Receivables Trust 2000 B)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "Termination Date") have an irrevocable, ---------------- exclusive option (the “"Repurchase Option”") for a period of sixty (60) days from ----------------- such date to re-purchase repurchase all or any portion of the Shares held by the Shareholder as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price of such Shares (but not less than all) adjusted for share exchanges, stock splits, stock dividends and the like); provided, however, -------- ------- that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate lose its status as "qualified small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to the Purchaser Shareholder or the Shareholder's executor and, at the Company's option, (A) by delivery to the Shareholder or the Shareholder's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event the Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. Upon delivery of such notice and payment of the purchase price in accordance with the foregoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeCompany, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid without further action by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; andShareholder.
(iii) 795,625 of the Purchaser Shares (the "Vesting Shares") shall have no further liability or obligation -------------- initially be subject to the Stockholder Repurchase Option. 1/36th of the Vesting Shares shall be released from the Repurchase Option on each monthly anniversary of the Effective Date, until all Vesting Shares are released from the Repurchase Option (provided in each case that the Shareholder's employment or consulting relationship with the Company under this Agreement, has not been terminated prior to the Acquisition Note or Three Year Note or otherwisedate of such release). Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Sources: Stock Restriction Agreement (Moai Technologies Inc)
Repurchase Option. (a) In the event that either:
(i) of the voluntary or involuntary termination of employment or association with the Company of Purchaser with the Company for any reason, except with or without cause (including death or disability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such date to the terms repurchase all or any portion of the Acquisition Note subject to any cure period; or
(ii) Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser original purchase price per Share specified in Section 1. The option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance by written notice of such a proposed transaction; whereuponto Purchaser or his executor and, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of at the Company’s Stock 's option, (together with any shares of capital stock of the Company issued following the Closing Date i) by delivery to the Purchaser or any affiliate his executor with such notice of a check in the amount of the Purchaserpurchase price for the Shares being purchased, or (ii) for aggregate consideration of $100 (in the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice event the Purchaser is indebted to the Purchaser and Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (the “Repurchase Option Notice”iii) together with by a combination of (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) so that the original common stock combined payment and cancellation of indebtedness equals such purchase Certificate representing price. Upon delivery of such notice and payment of the Certificate Consideration for cancellation purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser. A closing Ten percent (10%), or 61,500, of the Shares will be immediately released from the Company's repurchase option set forth above. Thereafter, the remaining Shares (the "Remaining Shares") held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment or by association with regard the Company has not been terminated prior to the Stockholder’s exercise date of any such release): 1/48th of the Repurchase Option total number of Remaining Shares shall occur no later than five business days following be released from the Purchaser’s receipt repurchase option on each monthly anniversary of the Repurchase Option Notice and Repurchase Consideration Vesting Commencement Date (as set forth on the signature page of this Agreement) thereafter until all Shares are released from the Stockholder (repurchase option. Fractional shares shall be rounded to the “Repurchase Option Closing”).
(b) In nearest whole share. Notwithstanding the foregoing, in the event that and at such time as the Stockholder exercises Company has recorded gross product sales revenues of One Hundred Fifty Thousand Dollars ($150,000.00), an additional fifteen percent (15%), or 92,250, of the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeShares will be immediately released from the Company's repurchase option. In such case, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal number of unvested Remaining Shares will be reduced by such additional amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered reduced number of Remaining Shares will continue to vest according to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisevesting schedule set forth above.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Dunn Jeffrey W)
Repurchase Option. (ai) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition NotePurchaser’s Termination, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). In addition, the event of a Purchaser’s Termination for “Cause” as provided in Section 9.4 of the Plan, the Company shall have an irrevocable exclusive option to repurchase any Shares purchased after the first event constituting “Cause”.
(ii) Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all (but of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not less than all) intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s Stock (together intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following by either (A) delivering a check to Purchaser in the Purchaser’s receipt amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the 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. In the event of any deemed automatic exercise of the Repurchase Option Notice and Repurchase Consideration from pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Stockholder (Company, such indebtedness equal to the “Repurchase Option Closing”purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder Company shall become the legal and beneficial owner of the Shares being repurchased and shall have a all rights and interest therein or related thereto, and the Company shall have the right to retain transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount number of the principal amount paid Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; andCompany, without further action by Purchaser.
(iii) All of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder Repurchase Option. Provided that Purchaser remains continuously employed (or continues to provide services to the Company under as a consultant), [ ] of the total number of Shares shall be released from the Repurchase Option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional [ ] on the Acquisition Note or Three Year Note or otherwisesecond anniversary of the Vesting Commencement Date, so that all [ ] Shares shall be released from the Repurchase Option on the Fully Vested Date (as set forth on the signature page of this Agreement).
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Embarcadero Technologies Inc)
Repurchase Option. (a) In the event that either:
Stockholder ceases to be an employee of the Company or one of its subsidiaries (ia “Service Provider”) the Purchaser for any or no reason, except for acts including, without limitation, by reason of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time Stockholder’s resignation or involuntary termination prior to the repayment of all amounts due under the terms five-year anniversary of the Acquisition NoteEffective Date, subject to Section 2(b) below or any prior release pursuant to Section 2.1(a) of the Latch Disclosure Schedule, the Purchaser shall intend to sell Company shall, upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupontermination (as reasonably fixed and determined by the Company), the Stockholder shall have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) to re-purchase any Shares which have not yet been released from the Purchaser all Repurchase Option (but not less than allthe “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the Shares at the time the Repurchase Option is exercised, as determined by the Company’s Stock board of directors based on the most recent closing stock price on any applicable securities exchange (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaserif applicable) for aggregate consideration of and (y) $100 0.00005080 (the “Repurchase ConsiderationPrice”), which amount represents the adjusted price per share paid by Stockholder for his HDW Shares (as adjusted to reflect the exchange ratio implied pursuant to the Merger Agreement). The Stockholder shall Company must, if at all, exercise his its Repurchase Option by delivering written notice as to any or all of the Purchaser and Unreleased Shares within 30 days after Stockholder ceases to be a Service Provider; provided, however, that without requirement of further action on the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise part of either party hereto, the Repurchase Option shall occur no later than five business be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the Purchaser’s receipt of date Stockholder ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time; and provided, further, that notwithstanding the above, the Repurchase Option Notice shall not be deemed to have been automatically exercised, and Repurchase Consideration from the Stockholder (the “shall instead be deemed to become temporarily unexercisable as of such time and date in any case where such automatic exercise would result in a violation of applicable law. The Repurchase Option Closing”)shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise.
(b) If the Company decides not to exercise its Repurchase Option, it shall notify Stockholder in writing within 30 days of the date Stockholder ceases to be a Service Provider and, following Stockholder’s receipt of such notice, all Unreleased Shares shall no longer be subject to the Repurchase Option. If the Repurchase Option is exercised, or deemed exercised, within 60 days of the date Stockholder ceases to be a Service Provider, the Company shall deliver payment to Stockholder, with a copy to the Escrow Agent (as defined in Section 3 hereof), by any of the following methods, in the Company’s sole discretion: (i) delivering to Stockholder or Stockholder’s executor a check in the amount of the aggregate Repurchase Price, (ii) canceling an amount of Stockholder’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price.
(c) In the event the Stockholder exercises that the Repurchase Option is exercised or deemed exercised, the sole right and remedy of Stockholder thereafter shall be to receive the Repurchase Price, and in accordance with Section 1.6(a):no case shall Stockholder have any claim of ownership as to any of the Unreleased Shares.
(id) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at The Company in its sole discretion may assign all or part of the Repurchase Option Closing for cancellation and the Stockholder shallto one or more employees, on the Repurchase Option Closing Dateofficers, repay the full amount directors or stockholders of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year NoteCompany or other persons or organizations; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or provided, that, after any such assignment, the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseremains secondarily liable for its obligations hereunder.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the ---------------- "Repurchase Option") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such date to the terms repurchase all ----------------- or any portion of the Acquisition Note subject to Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) One hundred percent (100%) of the Purchaser Unvested Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option. The Unvested Shares shall be released from the Company under this Repurchase Option on the first anniversary of the Vesting Commencement Date set forth in the Option Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Stock Option Agreement (Pilot Network Services Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "Termination Date") have an irrevocable, exclusive option (the “"Repurchase Option”") for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted 5 for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate not qualify as "small business stock" under Section 1202 of the Purchaser) for aggregate consideration Internal Revenue Code of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)1986, as amended.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes The Repurchase Option shall be delivered exercised by the Company by written notice to the Purchaser or Purchaser's executor and, at the Repurchase Option Closing for cancellation and Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Purchaser Company of an amount of such indebtedness equal to the Stockholder under purchase price for the Acquisition Note Shares being repurchased, or (C) by a combination of (A) and Three Year Note; and(B) so that the combined payment and cancellation of indebtedness equals such purchase price. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) The Repurchase Option shall be in effect with respect to sixty- seven percent (67%) of the Purchaser Shares and shall have no further liability lapse as to 1/36 of such Shares on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or obligation consulting relationship with the Company has not been terminated prior to the Stockholder or date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Company under this Agreement, Repurchase Option. Fractional shares shall be rounded to the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Repurchase Option. (a) In During the event that either:
period commencing on the date hereof and ending on the later of (i) the Purchaser for any reason, except for acts of God 90th day following the date hereof and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under second Business Day following the terms of date that the Acquisition NoteCompany files its annual report on Form 10-K for the fiscal year ended September 30, 2020 (such period, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of “Repurchase Period”), the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an the irrevocable right and option (the “Repurchase Option”) ), but not the obligation, to re-purchase repurchase from time to time from the Purchaser Holder (and any of its Affiliates holding Shares) all (but not less than all) or a portion of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 Shares at a price per Share (the “Repurchase ConsiderationPrice”). The Stockholder shall exercise his Repurchase Option by delivering written notice ) equal to the Purchaser and lesser of (x) the Company volume weighted average share price of Common Stock on the NYSE (as reported by Bloomberg L.P. under the function “Repurchase Option NoticeVWAP”) together with for the fifteen (i15) a check or checks in consecutive trading Business Days ending on and including the first (1st) trading Business Day preceding the date on which the Repurchase Notice is delivered and (y) an amount equal to 110% of the Share Price; provided that in no event shall the Repurchase Consideration and (ii) Price be less than the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Share Price.
(b) In To exercise the event Repurchase Option, the Stockholder exercises Company shall send notice thereof (the “Repurchase Notice”) to the Holder, which notice shall set forth the Repurchase Price, the number of Shares to be repurchased pursuant to such Repurchase Option (the “Repurchase Shares”) and the date on which the closing of the purchase and sale of the Repurchase Shares shall occur (the “Repurchase Date”), which date shall be not earlier than one (1) Business Day following delivery of the Repurchase Notice and not later than the later of (i) the last day of the Repurchase Period and (ii) five (5) Business Days following delivery of the Repurchase Notice. On the Repurchase Date, the Company shall pay (or caused to be paid), by wire transfer of immediately available funds to an account or accounts designated by the Holder, an amount equal to (x) the Repurchase Price, multiplied by (y) the number of Repurchase Shares. Upon payment of such amount by the Company at the closing of the Repurchase Option (in accordance with Section 1.6(a):
(i) as a break-up feeany necessary action or authorization of the Board of the Company, which action shall be the sole responsibility of the Company), the Stockholder Repurchase Shares will no longer be outstanding, will automatically be cancelled and will cease to exist. Each of the Company and the Holder shall have a right (and the Holder shall cause its Affiliates to) cooperate with the other Party and take such actions as may be reasonably necessary to retain consummate the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at closing of the Repurchase Option Closing for and give effect to the forgoing transfer and cancellation of the Repurchase Shares, except that any out-of-pocket costs or expenses in connection with such transfer and cancellation, including any reasonable attorney’s fees or transfer costs or taxes, shall be borne solely by the Company.
(c) For the avoidance of doubt, if the Company delivers a Repurchase Notice on or prior to the last day of the Repurchase Period, such Repurchase Notice shall be effective, and the Stockholder shallCompany and the Holder (and its Affiliates, on as applicable) shall proceed with the closing of the purchase and sale of the Repurchase Shares pursuant to such Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under as provided for in this Agreement, the Acquisition Note or Three Year Note or otherwiseSection 4.1.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "TERMINATION DATE") have an irrevocable, exclusive option (the “Repurchase Option”"REPURCHASE OPTION") for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted for any stock splits, stock dividends and the like); PROVIDED, HOWEVER, that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate not qualify as "small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal Shares shall initially be subject to the Repurchase Consideration Option. 1/8 of the Shares shall be released from the Repurchase Option on the date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (ii) provided in each case that Purchaser's employment or consulting relationship with the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard Company has not been terminated prior to the Stockholder’s exercise date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of be deemed to be released from the Repurchase Option Notice and Repurchase Consideration from as of the Stockholder (the “Repurchase Option Closing”)time of such death or disability.
(bv) In Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Stockholder exercises Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option in accordance with Section 1.6(a):immediately prior to the Termination Date.
(ivi) as a break-up feeNotwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered Company prior to the Purchaser at closing of a sale of equity securities by the Company in which the gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of equity securities are greater than One Million Dollars ($1,000,000) then all of Purchasers' Shares shall remain subject to the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseOption.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (a) In the event that either:
Purchaser ceases to be ----------------- "employed by the Company" (ias defined herein) the Purchaser for any reason, except with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 90 days from such termination date to the terms repurchase all or any portion of the Acquisition Note subject Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to any cure period; or
(ii) at any time prior to be "employed by the repayment Company" if the Board of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to a third partythe Company. In case of any dispute as to whether Purchaser is employed by the Company, the Purchaser shall give the Stockholder 45 days advance written notice Board of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock Directors of the Company issued following will have discretion to determine whether Purchaser has ceased to be employed by the Closing Date Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or any affiliate his executor with such notice of a check in the amount of the Purchaserpurchase price for the Shares being purchased, or (ii) for aggregate consideration of $100 (in the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice event the Purchaser is indebted to the Purchaser and Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (the “Repurchase Option Notice”iii) together with by a combination of (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) so that the original common stock combined payment and cancellation of indebtedness equals such purchase Certificate representing price. Upon delivery of such notice and payment of the Certificate Consideration for cancellation purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Stockholder’s exercise Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the Repurchase Option total number of Shares shall occur no later than five business days following be released from the Purchaser’s receipt repurchase option on the first anniversary of the Repurchase Option Notice Vesting Commencement Date (as set forth on the signature page of this Agreement), and Repurchase Consideration 1/48th of the Shares originally purchased shall be released from the Stockholder repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the “Repurchase Option Closing”signature page of this Agreement).
(b) In , until all Shares are released from the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes repurchase option. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Pilot Network Services Inc)
Repurchase Option. (a) In If Recipient’s service as a director with the event Company or any Parent or Subsidiary is terminated for any reason, including death or Disability (such date of termination of service is hereinafter referred to as the “Termination Date”), the Company shall have the right, but not the obligation, to purchase from Recipient, or Recipient’s personal representative, as the case may be, any or all of the Recipient’s Unvested Shares that either:have not become vested pursuant to Section 1(d) of this Agreement as of the Termination Date, at the par value of the Unvested Shares (the “Repurchase Option”) and otherwise in accordance with the terms set forth below.
(b) The Company may exercise its Repurchase Option by delivering personally or by registered mail, to Recipient (or his transferee or legal representative, as the case may be), within twelve (12) months after the date of termination, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within twelve (12) months following the Termination Date, the Repurchase Option shall terminate.
(d) Subject to the provisions of Section 1(a) and 1(b) above, and subject to termination pursuant to section 1(c) above, and provided that the applicable Share Vesting Event (as hereinafter defined) occurs prior to the Recipient’s Termination Date, the Repurchase Option shall automatically terminate, and the Unvested Shares shall become vested (“Shares”) on the earlier to occur of: (i) the Purchaser for any reasonapplicable Share Vesting Date (as hereinafter defined), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms upon a Change in Control of the Acquisition NoteCompany ((i) and (ii) individually and collectively referred to as a “Share Vesting Event”). The Share Vesting Date is the earliest date (other than a Change in Control) on which the Repurchase Option shall terminate with respect to all Unvested Shares and shall be , .
(e) For the Purchaser purposes of this Agreement, “Change in Control” shall intend to sell mean: (A) a merger, consolidation, share exchange, spin-out or other reorganization involving at least 50% of the Stock voting securities of the Company; (B) a complete liquidation or dissolution of the Company; or (C) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries to any person (other than a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) transfer to re-purchase from the Purchaser all (but not less than all) another Subsidiary of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Infrasource Services Inc)
Repurchase Option. (a) In the event that either:
Purchaser's relationship with the Company (ior a parent or subsidiary of the Company) the Purchaser terminates for any reason (including death or disability), or for no reason, except for acts with or without cause, such that after such termination Purchaser is no longer an employee of, or consultant to, the Company (and regardless of God and other unforeseen events and actions over which the whether or not Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms is then serving as a director of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition NoteCompany), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of then the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option (the “"Repurchase Option”"), for a period of ninety (90) days after said termination, or such longer period as may be agreed to re-purchase by the Company and the Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as the case may be, at the original price per share indicated above paid by Purchaser all for such Stock ("Option Price"), up to but not less than all) exceeding the number of the Company’s Stock (together with any shares of capital stock Stock that have not vested in accordance with the provisions of the Company issued following the Closing Date to the Purchaser or any affiliate Sections 2(b), 2(d) and 2(e) below as of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)such termination date.
(b) One hundred percent (100%) of the Stock shall initially be subject to the Repurchase Option. On the date one (1) year from the Vesting Commencement Date (as set forth on the signature page to this Agreement) (the "Vesting Anniversary Date") twenty-five percent (25%) (two hundred fifty thousand (250,000) shares) of the Stock subject to the Repurchase Option shall vest and be released from the Repurchase Option. Thereafter, 1/48th of the Stock shall vest and be released from the Repurchase Option on a monthly basis measured from the Vesting Anniversary Date, until all the Stock is released from the Repurchase Option (provided in each case that Purchaser remains an employee of, or a consultant to, the Company (or a parent or subsidiary of the Company) as of the date of such release).
(c) In the event that Purchaser does not commence continuous service as an employee of, or a consultant to, the Stockholder exercises Company by April 15, 2001, then the Company shall have an irrevocable option, for a period of ninety (90) days after such date, or such longer period as may be agreed to by the Company and the Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as the case may be, at the Option Price, one hundred percent (100%) of the Stock.
(d) In the event of a Corporate Transaction, the Repurchase Option in accordance with Section 1.6(a):shall lapse as to twenty-five percent (25%) of the Stock then subject to the Repurchase Option, and twenty-five percent (25%) of the Stock then subject to the Repurchase Option shall become fully vested.
(e) If Purchaser is terminated without Cause (as defined below) or if Purchaser terminates his employment for Good Cause (as defined below) at any time within twelve (12) months following a Corporate Transaction, the Repurchase Option shall lapse as to fifty percent (50%) of the Stock then subject to the Repurchase Option, and fifty percent (50%) of the shares of Stock then subject to Repurchase Option shall immediately become fully vested.
(f) For purposes of the Repurchase Option, "Cause" shall mean misconduct, including: (i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2conviction of any felony or any crime involving moral turpitude or dishonesty; and
(ii) participation in a fraud or act of dishonesty against the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year NoteCompany; and
(iii) willful and material breach of Purchaser's duties that has not been cured within 30 days after written notice from the Purchaser shall have no further liability or obligation Company's Board of Directors of such breach; (iv) intentional and material damage to the Stockholder Company's property or (v) material breach of the Proprietary Information and Inventions Agreement. For purposes of the Repurchase Option, "Good Cause" shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Purchaser's consent: (i) substantial reduction of Purchaser's rate of compensation other than in connection with reductions to the rate of compensation of all officers; (ii) material reduction in Purchaser's duties, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Purchaser's new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to assume the Company's obligations under this Agreement, Agreement in the Acquisition Note event of a Corporate Transaction as defined below; or Three Year Note or otherwise(iv) relocation of Purchaser's principal place of employment to a place greater than 50 miles from Purchaser's then current principal place of employment.
Appears in 1 contract
Sources: Key Employee Agreement (Algorx Pharmaceuticals Inc)
Repurchase Option. (a) In the event that either:
(i) of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, except with or without cause (including death or disability) (a "Termination"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser has no controlor his executor, shall not pay with such Notice, of a check in the principal amount of $500,000 when due pursuant to the terms of purchase price for the Acquisition Note subject to any cure period; or
Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser. If a Termination occurs at any time after the date hereof and prior to the repayment of all amounts due under the terms last day of the Acquisition Notetwelfth full calendar month December 1, 1996 (the "Initial Period"), the Repurchase Option shall apply to 100% of the Shares. On the last day of the Initial Period, 12/48ths of the Shares shall be released from the Repurchase Option and 1/48th of the Shares shall be released from the Repurchase Option on the last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall intend be rounded to sell the Stock nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to a third partysuch transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the Purchaser shall give the Stockholder 45 days advance written notice sale or transfer of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less more than all) 50% of the Company’s 's Common Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser a person or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) persons acting as a check group, who is or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation are not controlled directly or indirectly by the Purchaser. A closing with regard to the Stockholder’s exercise Company, in a single transaction or series of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)related transactions.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
the Executive’s employment with the Company is terminated (ithe “Termination”) the Purchaser for any reason, except for acts the Option Shares (whether held by the Executive or one or more of God the Executive’s transferees) will be subject to repurchase by Buyer and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due BRS (or its designee) pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option and conditions set forth in this Section 2 (the “Repurchase Option”) to re-purchase from ); provided, that such repurchase shall, in the Purchaser all (but not less than all) event the Termination is by reason of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) the Executive deciding to retire on or after the fifth anniversary of the date hereof, of which decision the Executive shall have delivered a check or checks notice in writing signed by the amount equal Executive to the Repurchase Consideration and Company, (ii) the original common stock purchase Certificate representing Executive’s death, or (iii) the Certificate Consideration for cancellation by the Purchaser. A closing with regard Executive’s Disability, be subject to the StockholderExecutive’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)or his estate’s, as applicable, consent.
(b) Subject to the following sentence, the purchase price for each of the Option Shares will be the Fair Value for such share. In the event the Stockholder exercises Termination is by the Company for Cause or, prior to the fifth year anniversary of the date hereof, as a result of the Executive’s voluntary resignation other than within ninety (90) days of a Good Reason Event, the purchase price for each of the Option Shares shall be the lower of (x) the Original Cost of such share and (y) the Fair Value for such share; provided, that, notwithstanding anything to the contrary in this Agreement, if BRS (A) purchases any Option Share pursuant to this Section 2 at the Original Cost of such share, and (B) continues to hold such share in excess of 365 days, then BRS shall
(I) transfer such share to either the Buyer or one or more employees of the Company, and (II) not receive any consideration in such transfer that exceeds the Original Cost in such share.
(c) Buyer may elect to purchase all or any of the Option Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Option Shares within two hundred forty (240) days after the Termination. The Repurchase Notice will set forth the number of the Option Shares to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of such transaction. The number of shares to be repurchased by Buyer shall first be satisfied to the extent possible from the Option Shares held by the Executive at the time of delivery of the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, Notice. If the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount number of the principal amount paid Option Shares then held by the Purchaser Executive is less than the total number of the Option Shares Buyer has elected to purchase, Buyer shall purchase the Stockholder under remaining Option Shares elected to be purchased from the Acquisition Note and Three Year Note; and
(iiiother holder(s) the Purchaser shall have no further liability or obligation to the Stockholder or the Company of Option Shares under this Agreement, pro rata according to the Acquisition Note number of the Option Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
(d) If for any reason Buyer does not elect to purchase all of the Option Shares pursuant to the Repurchase Option, BRS (or Three Year Note its designee) shall be entitled to exercise the Repurchase Option for all or otherwiseany of the Option Shares that Buyer has not elected to purchase (the “Available Shares”). As soon as practicable after Buyer has determined that there will be Available Shares but in any event within one hundred eighty (180) days after the Termination, the Company shall give written notice (the “Option Notice”) to BRS (or its designee) setting forth the number of any Available Shares and the purchase price for such Available Shares. BRS (or its designee) may elect to purchase all or a portion of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by Buyer. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Buyer shall notify the Executive as to the number of Available Shares being purchased from the Executive by BRS (or its designee) (the “Supplemental Repurchase Notice”). At the time Buyer delivers the Supplemental Repurchase Notice to the Executive, Buyer shall also deliver a written notice to BRS (or its designee) setting forth the number of Available Shares which BRS (or its designee) is entitled to purchase, the aggregate purchase price and the time and place of the closing of such transaction.
(e) The closing of the purchase of the Option Shares pursuant to the Repurchase Option shall take place on the date designated by Buyer in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be later than the 60th day after the delivery of the later of such notices to be delivered (or, if later, the 15th day after the Fair Value is finally determined) nor earlier than the fifth day after such delivery. Buyer and/or BRS (or its designee) will pay for the Option Shares to be purchased pursuant to the Repurchase Option by delivery of a certified or cashier’s check or wire transfer of funds. The purchasers of the Option Shares hereunder will be entitled to receive customary representations and warranties from the sellers as to title, authority and capacity to sell and to require all sellers’ signatures to be guaranteed.
(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Option Shares by Buyer and/or BRS shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in Buyer’s, the Company’s and its Subsidiaries’ debt and equity financing agreements that are in effect as of the date of the closing of such repurchases.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
(i) the 2.1 Notwithstanding any other provision hereof, Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option to purchase Shares from Seller or any buyer, transferee or pledgee permitted pursuant to subclauses (3) or (4) of Section 1.1 of Annex K from time to time during the Lock-up Period (any such purchase, a “Repurchase”). The aggregate number of Shares Repurchased shall not exceed 833,333. For Repurchases on a Repurchase Date (as defined below) that is before or on the first anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 115% of the average closing price of Purchaser Common Stock on the Nasdaq Global Market (or other securities exchange on which Purchaser Common Stock is primarily traded) on the ten trading days ending the trading day before the Closing Date (such average, the “Reference Price”). For Repurchases on a Repurchase Date that is after the first anniversary and before or on the second anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 130% of the Reference Price. For Repurchases on a Repurchase Date that is after the second anniversary and before or on the third anniversary of the Closing Date, the per Share price at which Shares are repurchased shall be 145% of the Reference Price.
2.2 Before any Repurchase of Shares, Purchaser shall provide Seller with written notice (a “Repurchase Notice”) not less than ten Business Days before the proposed date of the Repurchase (the “Repurchase OptionDate”) to re-purchase from ). The Repurchase Notice shall state that the Purchaser all is exercising its option to Repurchase Shares pursuant to this Article 2 of Annex K and shall set forth (but not less than alla) the number of Shares to be purchased in the Company’s Stock Repurchase (together with any shares the “Repurchased Shares”), (b) the aggregate amount in cash to be paid by Purchaser for such Shares pursuant to Section 2.1 of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 Annex K (the “Repurchase ConsiderationPrice”). The Stockholder , (c) the Repurchase Date and (d) the address for delivery of any certificates representing, and any other instrument reasonably satisfactory to Purchaser evidencing the transfer of, the Shares to be Repurchased by Purchaser.
2.3 On the Repurchase Date, Purchaser shall exercise his deliver to Seller the Repurchase Option Price by delivering wire transfer of immediately available funds to a bank account that is specified in a written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal from Seller at least three Business Days prior to the Repurchase Consideration and (ii) Date.
2.4 On the original common stock purchase Certificate representing Repurchase Date, Seller shall deliver to Purchaser Shares in the Certificate Consideration for cancellation by the Purchaser. A closing with regard aggregate equal in number to the Stockholder’s exercise number of Repurchased Shares, free and clear of any Encumbrances, by delivering to Purchaser in the manner and at the address indicated in the Repurchase Option shall occur no later than five business days following Notice, (a) if the Purchaser’s receipt of Shares are certificated, certificates for the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
Shares, duly endorsed for transfer with signatures guaranteed, or (b) In if the event Shares are not certificated, an instrument or instruments reasonably satisfactory to Purchaser evidencing the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount transfer of the principal amount paid by the Purchaser Repurchased Shares to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisePurchaser.
Appears in 1 contract
Repurchase Option. Pursuant to this Agreement, One Million Five ----------------- Hundred Thousand (1,500,000) shares of Common Stock of the Company owned by Founder (the "Stock") shall be subject to the repurchase option of the Company set forth below ("Purchase Option"):
(a) In the event that either:
either (i) the Purchaser for any reason, except for acts Founder voluntarily ceases to be an employee of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of associated with the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common Founder is terminated for Cause (as defined below), then the Company shall have the right at any time within sixty (60) days after such cessation to exercise its option to repurchase from the Founder or his personal representative, as the case may be, at the Founder's cost, up to but not exceeding the number of shares of stock purchase Certificate representing which have not vested under the Certificate Consideration for cancellation by provisions of subsection (b) below. Engagement of the Purchaser. A closing with regard Founder solely as a director, consultant or advisor to the Stockholder’s exercise Company shall not be deemed as cessation of employment or association with the Company. As used herein, employment with the Company shall include employment with a "parent" or "subsidiary" of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt Company as those terms are defined in Sections 424(e) and (f) of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Internal Revenue Code of 1986, as amended.
(b) In The Company may exercise its Purchase Option as to the event maximum portion of the Stockholder exercises Stock specified in the Repurchase following table: If employment ceases: Stock subject to Purchase Option: --------------------- --------------------------------- ------------------------------------------------------------------------------------------- At the Effective Date 750,000 shares ------------------------------------------------------------------------------------------- From the Effective Date until thirty (30) 750,000 minus (25,000 multiplied by number ----- ---------- months after the Effective Date of full months since the Effective Date) ------------------------------------------------------------------------------------------- Thereafter None -------------------------------------------------------------------------------------------
(c) The Purchase 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 accordance with Section 1.6(a):11. Such notice shall identify the number of shares to be purchased and shall notify the Founder of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within ninety (90) days from the date of cessation of employment or association.
(d) The Founder shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Stock or any interest therein subject to the Purchase Option without the prior express written consent of the issuer of the shares. The parties agree to execute and deliver such further instruments and agreements and take such further actions as may reasonably be necessary to carry out the intent of this Agreement.
(e) The Company shall not be required (i) as a break-up fee, to transfer on its books any shares of Stock of the Stockholder Company which shall have a right to retain been transferred in violation of any of the Certificate issued to Stockholder pursuant to Section 1.2; and
provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the Purchaser’s obligations right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(f) The Founder shall exercise all rights and privileges of a shareholder of the principal amount and interest due Company with respect to the Stock.
(g) This Section 7 shall terminate upon the exercise in full or expiration of the Purchase Option or the closing of a firm commitment underwritten public offering of the Company's common stock pursuant to an effective registration statement under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shallSecurities Act of 1933, on the Repurchase Option Closing Dateas amended, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisewhichever first occurs.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant Subject to the terms provisions of the Acquisition Note subject Section 3.2 below, if Holder ceases to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially be a Service Provider before all of the assets Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of sixty (60) days, commencing ninety (90) days after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of Unreleased Shares (as defined below in Section 3.3) at such a proposed transaction; whereupon, the Stockholder shall have an option time (the “Repurchase Option”) to re-at the original cash purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 price per share (the “Repurchase ConsiderationPrice”). The Stockholder shall exercise his Repurchase Option shall lapse and terminate one hundred fifty (150) days after Holder ceases to be a Service Provider. The Repurchase Option shall be exercisable by delivering the Company by written notice to Holder or Holder’s executor (with a copy to the Purchaser escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company’s option, by delivery to Holder or Holder’s executor with such notice of a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to retain and transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the PurchaserCompany. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises Company repurchases any Shares under this Section 3.1, any dividends or other distributions paid on such Shares and held by the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder escrow agent pursuant to Section 1.2; and
(ii) 4.1 and the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Joint Escrow Instructions shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount promptly paid by the Purchaser escrow agent to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Tessera Technologies Inc)
Repurchase Option. (a) In Investor hereby grants the event that either:
Company an option to repurchase from the Investor between 50% and 100% of the Unexercised Portion of the Series B Warrant (ithe “Option”) for a period commencing on the Purchaser for any reasondate of this Agreement until November 22, except for acts of God and other unforeseen events and actions over which 2014 (the Purchaser has no control“Expiration Date”), shall not pay the principal amount at a purchase price of $500,000 when due pursuant to the terms 0.1759 per share of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Common Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase OptionPrice”) ); provided, however, that if the Company desires to re-purchase from exercise the Purchaser all (but not Option for less than all) 100% of such Unexercised Portion, then it may only do so in the event that the Investor, in its sole discretion, consents. The Investor shall not be required to provide a reason in the event that it denies the Company the right to exercise the Option for less than 100% of the Company’s Stock Unexercised Portion of the Series B Warrant, and such failure to consent shall not adversely affect the rights of Investor under the Series B Warrant, Securities Purchase Agreement or related transaction documents. For the sake of clarity, and for illustration purposes only, the Repurchase Price for 100% of the Unexercised Portion of the Series B Warrant (together with any currently 23,257,258 shares of capital stock Common Stock) would be $4,090,951.68 and the Repurchase Price for 50% of the Unexercised Portion of the Series B Warrant (currently 11,628,629 shares of Common Stock) would be $2,045,475.84. Such example shall not confer any rights upon the Company issued to exercise the Option for less than 100% of the Unexercised Portion. In the event the Company desires to exercise the Option, the Company shall give irrevocable notice by e-mail, no less than 3 business days prior to the Closing (as defined below), to the Investor of its intention to exercise the Option. In the event the Option is exercised by the Company, at the Closing, the Company shall pay the applicable aggregate Repurchase Price to the Investor for the Series B Warrant (or portion thereof) by wire transfer of immediately available funds in accordance with the Investor’s written wire instructions. Promptly following the Closing Date receipt of such Repurchase Price by the Investor, the Investor shall deliver to the Purchaser or any affiliate Company for cancellation the original Series B Warrant. In the event less than 100% of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and Series B Warrant is repurchased, the Company (the “Repurchase Option Notice”) together with (i) shall reissue to Investor a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate warrant representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise unrepurchased portion of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Series B Warrant.
(b) In The Unexercised Portion, other share amounts and prices, if applicable, set forth in section 2(a) shall be adjusted automatically on a proportionate basis to take into account any reverse stock split with respect to the Common Stock that occurs during the term of this Agreement. For instance, in the event the Stockholder exercises Company effects a reverse split of the Common Stock at a ratio of one-for-sixty (1:60), 100% of the Unexercised Portion would be 387,621 shares of Common Stock and the Repurchase Option in accordance with Section 1.6(a):
Price per share (ion a post-split basis) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal for such amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall would be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise$10.5541.
Appears in 1 contract
Sources: Warrant Repurchase Option Agreement (Applied Dna Sciences Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "TERMINATION DATE") have an irrevocable, exclusive option (the “Repurchase Option”"REPURCHASE OPTION") for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate not qualify as "small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal Shares shall initially be subject to the Repurchase Consideration Option. 1/8 of the Shares shall be released from the Repurchase Option on the date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (ii) provided in each case that Purchaser's employment or consulting relationship with the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard Company has not been terminated prior to the Stockholder’s exercise date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of be deemed to be released from the Repurchase Option Notice and Repurchase Consideration from as of the Stockholder (the “Repurchase Option Closing”)time of such death or disability.
(bv) In Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Stockholder exercises Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option in accordance immediately prior to the Termination Date.
(vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with Section 1.6(a):
the Company prior to (i) as the closing of a break-up fee, sale of equity securities by the Stockholder shall have a right Company in which the gross proceeds to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
Company when added together with all other amounts previously received by the Company for the sale of equity securities are greater than One Million Dollars ($1,000,000) or (ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note May 1, 1997, then all of Purchasers' Shares shall terminate and such promissory notes shall be delivered remain subject to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseOption.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rosetta Inpharmatics Inc)
Repurchase Option. (a) In the event that either:
of the termination of this Sub-Sublease for any reason other than (i) the Purchaser for any reasona material, except for acts uncured default of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
Sub-Subtenant under this Sub-Sublease or (ii) at any time prior to the repayment of all amounts due under the terms voluntary or involuntary liquidation, dissolution or winding up of the Acquisition NoteSub-Subtenant, the Purchaser Sub- Subtenant shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) to re-purchase for a period of three (3) months from the Purchaser Termination Date to repurchase all (but not less than all) or any portion of the Company’s Stock Unvested Shares (together with any shares as defined below) at a purchase price of capital $0.001 per share (as adjusted for stock splits, stock dividends, reclassification and the like); provided, that in the event that the Sub-Subtenant elects to repurchase all or a portion of the Company issued following the Closing Date Unvested Shares pursuant to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 Repurchase Option (the “Repurchase ConsiderationRepurchased Shares”). The Stockholder shall exercise his Repurchase Option , then Sub-Sublandlord in its sole discretion may elect to retain the Repurchased Shares by delivering written notice paying to Sub-Subtenant within 10 Business Days of the Purchaser and Sub-Subtenant’s election to repurchase the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the Repurchased Shares an amount equal to the Repurchase Consideration and Retention Payment (ii) as defined below), in which case upon the original common stock purchase Certificate representing receipt of the Certificate Consideration for cancellation Retention Payment by the PurchaserSub-Subtenant, the Sub-Sublandlord shall retain the Repurchased Shares. A closing with regard 100% of the Base Rent Shares shall initially be subject to the Stockholder’s exercise Repurchase Option (the “Vesting Shares”). 1/36th of the Vesting Shares shall be released from the Repurchase Option on the one-month anniversary of the Commencement Date, and an additional 1/36th of the Vesting Shares shall be released from the Repurchase Option on the same day of each month thereafter, until all Vesting Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall occur no later than five business days following immediately cease as of the Purchaser’s receipt Termination Date. Fractional shares shall be rounded to the nearest whole share. “Unvested Shares” means Base Rent Shares that have not yet been released from the Repurchase Option. “Retention Payment” means an amount in cash equal to the number of Repurchased Shares multiplied by the Price Per Share. In the event of (i) or (ii) above, or an acquisition or initial public offering of Sub-Subtenant, the Unvested Shares shall fully and immediately vest, and the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance shall lapse with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered respect to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseUnvested Shares.
Appears in 1 contract
Sources: Sub Sublease (Cortexyme, Inc.)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupontermination (the "Termination Date") have ---------------- an irrevocable, the Stockholder shall have an exclusive option (the “"Repurchase Option”") for a period of ----------------- sixty (60) days from such date to re-purchase repurchase all or any portion of the Shares held by the Shareholder as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price of such Shares (but not less than all) adjusted for share exchanges, stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a -------- ------- period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate lose its status as "qualified small business stock" under Section 1202 of the PurchaserInternal Revenue Code of 1986, as amended.
(ii) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option shall be exercised by delivering the Company by written notice to the Purchaser Shareholder or the Shareholder's executor and, at the Company's option, (A) by delivery to the Shareholder or the Shareholder's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event the Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. Upon delivery of such notice and payment of the purchase price in accordance with the foregoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeCompany, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid without further action by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; andShareholder.
(iii) 795,625 of the Purchaser Shares (the "Vesting Shares") shall have no further liability or obligation -------------- initially be subject to the Stockholder Repurchase Option. 1/36th of the Vesting Shares shall be released from the Repurchase Option on each monthly anniversary of the Effective Date, until all Vesting Shares are released from the Repurchase Option (provided in each case that the Shareholder's employment or consulting relationship with the Company under this Agreement, has not been terminated prior to the Acquisition Note or Three Year Note or otherwisedate of such release). Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Sources: Stock Restriction Agreement (Moai Technologies Inc)
Repurchase Option. (a) In the event that either:
of termination of Purchaser's employment arrangement with the Company (ithe "Employment Arrangement") the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which with or without cause (whether voluntary or involuntary, including death or disability) (collectively referred to as the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note"Termination"), the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, the Stockholder shall Termination have an irrevocable and exclusive option (the “"Repurchase Option”") to re-purchase from repurchase up to the Purchaser all (but not less than all) total number of the Company’s Stock (together with any shares of capital Shares specified in Section 3.1(b) at the Original Issuance Price per Share, as adjusted for stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser splits, stock dividends, consolidations and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)like.
(b) In All of the event Shares purchased by Purchaser shall initially be subject to the Stockholder exercises Repurchase Option. Thereafter, the Shares initially subject to the Repurchase Option shall be released from the Repurchase Option, cumulatively, as to one fourth (1/4) of such shares after twelve (12) months following such Vesting Commencement Date and as to one forty-eighth (1/48) of such Shares after each month following such twelve (12) month period during the Employment Arrangement.
(c) Within sixty (60) days following Purchaser's Termination, the Company shall notify Purchaser as to whether it (or its assignee) wishes to purchase all or a portion of the Shares pursuant to the exercise of the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Purchaser in accordance with writing of its (or its assignee's) intention to purchase such Shares hereunder at the repurchase price per share set pursuant to Section 1.6(a):
3.1(a) and either (i) as set a break-up fee, date and location for the Stockholder closing of the transaction not later than thirty (30) days from the date of such notice at which time the Company (or its assignee) shall have a right to retain tender payment for the Certificate issued to Stockholder pursuant to Section 1.2; and
Shares or (ii) close the transaction by mail by including payment for the Shares with the Company's notice to Purchaser’s obligations . Payment for the Shares may be in the form of cash, the Company's check or cancellation of all or a portion of Purchaser's indebtedness to pay the principal amount and interest due under Company or any combination thereof. At such closing, the Acquisition Note and Three Year Note shall terminate and such promissory notes certificate(s) representing the Shares so purchased shall be delivered to the Company and cancelled (or the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificate(s) shall be deemed cancelled (or the Shares transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser at to the Company by certified or registered mail. Shares subject to the Repurchase Option Closing for cancellation and as to which the Stockholder shall, on Company (or its assignee) has not exercised its Repurchase Option within ninety (90) days following Purchaser's Termination shall be released from the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseOption.
Appears in 1 contract
Repurchase Option. (a) In After the event that either:
Termination Date, the Originators (or the Servicers on behalf of the Originators) may, by sending a written notice not less than five Business Days before the requested repurchase date, request the Purchaser to sell all outstanding Purchased Receivables originating from the Italian Originator and/or the Spanish Originators and/or the German Originators and/or the US Originator at a fair market repurchase price plus any additional costs and taxes resulting from such sale, subject to (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which having repurchased the Purchaser has no control, shall not pay Global Portfolio from MBCC in accordance with the principal amount of $500,000 when due pursuant to the terms provisions of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due Belgian Receivables Assignment Agreement under the terms of the Acquisition Noteequivalent conditions, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise Purchase Price in respect of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount Purchased Receivables having been paid by the Purchaser to the Stockholder under the Acquisition Note relevant Originator and Three Year Note; and
(iii) the credit balance of each Ledger (taking into account the treatment of that repurchase price as a Collection) having been duly paid to the Purchaser at the latest at the Settlement Date prior to such repurchase.
(b) The Purchaser shall have no further liability be free to accept or obligation reject any request made pursuant to paragraph (a) above at its absolute discretion. The Purchaser shall notify the relevant Originator and Servicer of any decision made pursuant to paragraph (a)above not later than three Business Days after the receipt of the relevant request. Such purchase is subject to the Stockholder Purchaser repurchasing the relevant Purchased Receivables from MBCC pursuant to the Belgian Receivables Assignment Agreement.
(c) The relevant Originator must pay the repurchase price referred to in paragraph (a) above on the Settlement Date immediately following the repurchase date proposed by such Originator and accepted by the Purchaser or on any later date as agreed between the Company under this AgreementPurchaser and the relevant Originator and/or Servicer pursuant to Clauses 8 (Waterfall), the Acquisition Note or Three Year Note or otherwise9 (Ledgers) and 10 (Settlement).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Ferro Corp)
Repurchase Option. (a) In the event that either:
Shareholder's employment with the Company is terminated (i) voluntarily by the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
Shareholder or (ii) at any time prior to by the repayment of all amounts due under the terms Company "For Cause" (as defined in Section 4.01 of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially Employment Agreement) before all of the assets shares of Restricted Stock are released from the Company's repurchase option (see Section 2), the Company to a third partyshall, upon the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (as reasonably fixed and determined by the Stockholder shall Company) have an irrevocable, exclusive option (which option may be assigned by the “Company pursuant to Section 6(b)) (the "Repurchase Option”") for a period of ninety (90) days from such date to re-purchase repurchase the Unreleased Shares (as defined in Section 2) at such time for a total consideration of One Dollar ($1.00) (the "Repurchase Price"). In the event Shareholder's employment with the Company is terminated by the Company other than "For Cause," all shares of Restricted Stock shall be released from the Purchaser all (but not less than all) Repurchase Option and the Repurchase Option shall terminate and be of the Company’s Stock (together with any shares of capital stock of no further force or effect. Said Repurchase Option shall be exercised by the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Shareholder or Shareholder's executor (with a copy to the Purchaser and Escrow Holder, as defined in Section 3) and, at the Company (the “Repurchase Option Notice”) together with Company's option, (i) by delivery to Shareholder or Shareholder's executor with such notice of a check or checks in the amount of the aggregate Repurchase Price for the Restricted Stock being repurchased, or (ii) by cancellation by the Company of an amount of any of Shareholder's indebtedness to the Company equal to the aggregate Repurchase Consideration Price for the Restricted Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the original common stock purchase Certificate representing combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise payment of the aggregate Repurchase Option shall occur no later than five business days following the Purchaser’s receipt Price in any of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeways described above, the Stockholder Company shall become the legal and beneficial owner of the Restricted Stock being repurchased and all rights and interests therein or relating thereto, and the Company shall have a the right to retain and transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount number of the principal amount paid shares of Restricted Stock being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Sources: Stock Restriction Agreement (Advanced Aerodynamics & Structures Inc/)
Repurchase Option. (a) In the event that either:
(i) Executive ceases to be employed by the Purchaser Company and its Subsidiaries for any reasonreason (the "SEPARATION"), except for acts the Executive Stock (whether held by Executive or one or more of God Executive's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due ▇▇▇ ▇. ▇▇▇▇▇ ("BAJAJ") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Acquisition Note Executive Stock will be subject to any cure period; or
repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (ii) at any time prior to the repayment "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of all amounts due under this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 2nd Anniversary of this Agreement 75% Date immediately following 2nd Anniversary of this Agreement until 3rd Anniversary of this Agreement 50% Date immediately following 3rd Anniversary of this Agreement until 4th Anniversary of this Agreement 25% Date immediately following 4th Anniversary of this Agreement and thereafter 0% The purchase price for the terms remaining shares of Executive Stock shall be the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice Fair Market Value of such a proposed transaction; whereupon, the Stockholder shall have an option shares (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”"FAIR MARKET VALUE SHARES").
(b) In The Company may elect to purchase all or any portion of the event Original Cost Shares and the Stockholder exercises Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in accordance any event within 150 days after the Separation, the Company shall give written notice (the "OPTION Notice") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with Section 1.6(a):an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) as a breakthe thirty-up feeday period beginning on the date the Company, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
Investors and Bajaj receive Executive's written notice of objection and (ii) the Purchaser’s obligations thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to pay be an amount more than 10% greater than the principal amount and interest due under per share repurchase price for Fair Market Value Shares originally determined by the Acquisition Note and Three Year Note Board
(g) The provisions of this Section 3 shall terminate and such promissory notes shall be delivered to upon the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount consummation of a Sale of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Purchaser’s relationship with the Company (ior a parent or subsidiary of the Company) the Purchaser terminates for any reason (including death or disability), or for no reason, except for acts with or without cause, such that after such termination Purchaser is no longer an employee of, or consultant to, the Company (and regardless of God and other unforeseen events and actions over which the whether or not Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms is then serving as a director of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition NoteCompany), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of then the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option (the “Repurchase Option”), for a period of ninety (90) days after said termination, or such longer period as may be agreed to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of by the Company issued following and the Closing Date Purchaser, to the repurchase from Purchaser or any affiliate Purchaser’s personal representative, as the case may be, at a price that is the lower of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check the original price per share indicated above paid by Purchaser for such Stock or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing Fair Market Value per share of such Stock as of the Certificate Consideration for cancellation by date of such repurchase (“Option Price”), up to but not exceeding the Purchasernumber of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. A closing with regard to the Stockholder’s exercise For purposes of the Repurchase Option Option, the “Fair Market Value” shall occur no later than five business days following mean the Purchaser’s receipt value of the Repurchase Option Notice Stock as determined in good faith by the Company’s Board of Directors. Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and Repurchase Consideration from understands that, in the Stockholder (event that the “Repurchase Option Closing”)Company repurchases shares, the repurchase price may be less than the price Purchaser originally paid and that Purchaser bears any risk associated with the potential loss in value.
(b) In One hundred percent (100%) of the event Stock shall initially be subject to the Stockholder exercises Repurchase Option. Thereafter, 1/36th of the Stock shall vest and be released from the Repurchase Option on a monthly basis measured from the Vesting Commencement Date (as set forth on the signature page to this Agreement), until all the Stock is released from the Repurchase Option (provided in accordance each case that Purchaser remains an employee of, or a consultant to, the Company (or a parent or subsidiary of the Company) as of the date of such release).
(c) If within 12 months following a Corporate Transaction, Purchaser (a) is terminated without Cause (as defined below) or (b) terminates his employment for Good Cause (as defined below), the Repurchase Option shall lapse with Section 1.6(a):respect to that number of shares of stock that would have vested over the following 24 months and such shares of Stock shall immediately become fully vested.
(d) For purposes of the Repurchase Option, “Cause” shall mean misconduct, including: (i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2conviction of any felony or any crime involving moral turpitude or dishonesty; and
(ii) participation in a fraud or act of dishonesty against the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year NoteCompany; and
(iii) willful and material breach of Purchaser’s duties that has not been cured within 30 days after written notice from the Purchaser shall have no further liability or obligation Company’s Board of Directors of such breach; (iv) intentional and material damage to the Stockholder Company’s property; (v) material breach of the Proprietary Information and Inventions Agreement; or (vi) death, severe physical or mental disability. For purposes of the Repurchase Option, “Good Cause” shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Purchaser’s consent: (i) substantial reduction of Purchaser’s rate of compensation; (ii) material reduction in Purchaser’s duties, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” unless Purchaser’s new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to assume the Company’s obligations under this Agreement, Agreement in the Acquisition Note event of a Corporate Transaction as defined below; or Three Year Note or otherwise(iv) relocation of Purchaser’s principal place of employment to a place greater than 50 miles from Purchaser’s then current principal place of employment.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser’s Continuous Service Status for any reasonreason (including death or Disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of months from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time within months following the Termination Date to Purchaser or Purchaser’s executor and, at the Company’s option, (A) by delivery to Purchaser or Purchaser’s executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) by cancellation by the Company of indebtedness equal to the purchase price for the 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. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(but not less than alliii) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder Shares shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal initially be subject to the Repurchase Consideration Option. of the total number of Shares shall be released from the Repurchase Option on , and (ii) an additional of the original common stock purchase Certificate representing total number of Shares shall be released from the Certificate Consideration for cancellation by Repurchase Option on the Purchaser. A closing with regard to day of each month thereafter, until all Shares are released from the Stockholder’s exercise of Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt immediately cease as of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Termination Date. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Common Stock Purchase Agreement
Repurchase Option. (a) In the event that either:
of the Participant’s Termination prior to a Public Offering, the Company shall have the right (ibut not the obligation) to elect to purchase all or any portion of any Shares acquired by the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due Participant pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option this Agreement (the “Repurchase OptionRSU Shares”) to re-purchase from the Purchaser all held by such Participant (but not less than all) or a permitted transferee of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the PurchaserParticipant) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company such Participant (the “Repurchase Option Notice”) together before the end of the Repurchase Period (as defined below), which Repurchase Notice shall set forth (i) the number of RSU Shares to be acquired, (ii) the Pricing Date (as defined below) on which the Repurchase Price (as defined below) is to be determined and (iii) the Repurchase Closing Date (as defined below). For purposes of this Section 9(a), (A) the “Repurchase Period” is, as applicable, the 270-day period following the date of the Participant’s Termination, (B) the “Repurchase Price” is the aggregate Fair Market Value as determined on the Pricing Date of the Option Shares to be acquired, (C) the “Pricing Date” is the date specified in the Repurchase Notice on which the Repurchase Price is to be determined, which such date must be after the date of delivery of the Repurchase Notice and on or before the end of the Repurchase Period; provided that (I) if establishing a Pricing Date in that period would adversely affect the accounting treatment of the award of RSUs, the Pricing Date may be any time before the tenth business day after the first date on which the Pricing Date can be set without such change in accounting treatment and (II) if the Pricing Date (or words of similar import) is a later date with respect to any other Shares acquired by the Participant (or the Participant’s permitted transferees) pursuant to an incentive equity award, the Pricing Date may be the same date as is permitted with respect to such Shares, and (D) the “Repurchase Closing Date” is the date set forth in the Repurchase Notice, which in any event must be within 30 days of the Pricing Date. The Company will pay for the RSU Shares to be purchased by it pursuant to the Repurchase Option by, at its option, (i) a check or checks wire transfer of funds, (ii) the issuance of a subordinated promissory note of Company, which may or may not bear interest at a per annum rate determined by the Company in its sole discretion, and with a maturity date of the amount equal to date of a Change in Control or such other date as determined by the Repurchase Consideration Company, or (iii) any combination of (i) and (ii) as the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the PurchaserCompany may elect in its discretion. A closing with regard The Company will be entitled to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice receive customary representations and Repurchase Consideration warranties from the Stockholder (the “Repurchase Option Closing”)Participant regarding such sale and to require that all sellers’ signatures be guaranteed.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Repurchase Option. (aA) In Subject to the limitations contained in this Section 7.1(a), Seller or its designee will have the option to repurchase (the "Repurchase Option") the Shares at a price per share equal to the sum of (i) the Original Cost plus (ii) interest on the Original Cost at eight percent (8%) per annum from the date of this Agreement to the date of closing of such repurchase, in the event that eitherprior to January 1, 1999 (A) Purchaser voluntarily terminates his services with Seller for any reason (excluding, however, Purchaser's death or disability) or (B) Purchaser's services for Seller are terminated with or without cause pursuant to the provisions of any employment arrangement between the Company and Purchaser. The number of Shares which Seller shall be entitled to repurchase pursuant to this Section 7.1 shall be as follows:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms Any or all of the Acquisition Note subject to any cure period; orShares in the event the Termination Date occurs before January 1, 1996;
(ii) at any time prior Up to 75% of the Shares in the event the Termination Date occurs after January 1, 1996 but before January 1, 1997;
(iii) Up to 50% of the Shares in the event the Termination Date occurs after January 1, 1997 but before January 1, 1998; and
(iv) Up to 25% of the Shares in the event the Termination Date occurs after January 1, 1998 but before January 1, 1999.
(B) Subject to the repayment of limitations contained in Section 7.1(a), Seller may elect to purchase all amounts due under the terms or any portion of the Acquisition NoteShares by delivery of written notice (the "Repurchase Notice") to the holder or holders of the Shares within sixty (60) days after the Termination Date. The Repurchase Notice shall set forth the number of Shares to be acquired from such holder(s), the Purchaser shall intend aggregate consideration to sell be paid for such Shares, and the Stock or all or substantially all time and place for the closing of the assets transaction. The number of Shares to be repurchased by Seller shall first be satisfied to the extent possible from the Shares then held by Purchaser at the time of delivery of the Company Repurchase Notice. If the number of Shares then held by Purchaser is less than the total number of Shares Seller has elected to a third partypurchase, Seller shall purchase the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) remaining Shares elected to re-purchase be purchased from the Purchaser all (but not less than allother holder(s) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date Shares, pro rata according to the Purchaser or any affiliate number of Shares held by such other holder(s) at the Purchaser) for aggregate consideration time of $100 delivery of such Repurchase Notice (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice determined as nearly as practicable to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”nearest Share).
(bC) In The closing of the event purchase transaction provided for in this Section 7.1 shall take place on the Stockholder exercises date designated by Seller in the Repurchase Notice, which date shall not be more than thirty (30) days and not less than ten (10) days after delivery of the Repurchase Notice. Seller or its designee will pay for the Shares to be purchased pursuant to the Repurchase Option by delivery of immediately available funds. The purchasers of the Shares pursuant to this Section 7.1 will be entitled to receive customary representations and warranties from the sale regarding the Seller's good title to, and freedom from Encumbrances on, the Shares.
(D) The Repurchase Option set forth in accordance this Section 7.1 will continue with Section 1.6(a):
respect to each of the Shares until the earlier of (i) as a break-up feethe IPO, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount January 1, 1999 and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisea Change of Control occurs.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Purchaser’s relationship with the Company (ior a parent or subsidiary of the Company) the Purchaser terminates for any reason (including death or disability), or for no reason, except for acts of God and other unforeseen events and actions over which the such that after such termination Purchaser has is no control, shall not pay the principal amount of $500,000 when due pursuant longer providing services to the terms Company (or a parent or subsidiary of the Acquisition Note subject to any cure period; or
Company) as an employee, director, consultant or advisor (ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notea “Service Provider”), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of then the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option (the “Repurchase Option”), for a period of ninety (90) days after said termination to rerepurchase from Purchaser or Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be agreed to by the Company and the Purchaser; or (2) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
(b) One Million Six Hundred and Fifty Thousand (1,650,000) shares of the Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option. One-purchase sixteenth (1/16th) of the Option Shares shall vest and be released from the Repurchase Option on a quarterly basis measured from the Commencement Date (as set forth on the signature page of this Agreement), until all the Stock is released from the Repurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such release).
(c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company is the surviving corporation but not less the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than alla transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s Stock (together with any shares of capital stock of voting power is transferred, other than the sale by the Company issued following of stock in transactions the Closing Date primary purpose of which is to raise capital for the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser Company’s operations and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)activities.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Verastem, Inc.)
Repurchase Option. (a) In the event that either:
Purchaser’s Continuous Service Status (ias defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of Purchaser’s death or disability (as defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), by the Company for any reason or by Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, shall upon the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to re-purchase repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Purchaser all Repurchase Option, at the price equal to $0.01 per Vesting Share (but not less than alladjusted for any stock splits, stock dividends and the like) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase ConsiderationTermination Price”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Notwithstanding the Purchaser and provisions of this Section 4, Holder hereby acknowledges that the Company (the “Repurchase Option Notice”) together with (i) a check has no obligation, either now or checks in the amount equal future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the event that the Company elects to exercise its Repurchase Consideration and (ii) Option, the original common stock purchase Certificate representing Termination Price may be less than the Certificate Consideration for cancellation value of the Vesting Shares being repurchased by the Purchaser. A closing Company, and that Holder bears any risk associated with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)potential loss in value.
(b) In The Repurchase Option shall be exercised by the Company by written notice at any time within three months following the Termination Date to Holder or, in the event of Purchaser’s death, Purchaser’s executor, and, at the Stockholder exercises Company’s option: (i) by delivery to Purchaser or Purchaser’s executor of a check in the amount of the Termination Price for the Vesting Shares being repurchased; (ii) by cancellation by the Company of indebtedness equal to the Termination Price for the Vesting Shares being repurchased; or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Termination Price. Upon delivery of such notice and payment of the Termination Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Vesting Shares 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 number of Vesting Shares being repurchased by the Company, without further action by any Holder.
(c) On the date hereof, none of the Shares shall be vested, and all 1,000,000 of the Shares (the “Vesting Shares”) shall be subject to the Repurchase Option. Of the Vesting Shares, 500,000 Shares shall vest on the Award Date I and 500,000 Shares shall vest on the Award Date II. For purposes of this Agreement, “Award Date I” shall mean the achievement of the milestone set forth on SCHEDULE I attached hereto. The decision by the Company for purposes of the Award Date I will be signified by the initiation of dosing in clinical studies employing the new formulation in patients with type 2 diabetes or other metabolic disorders involving uncontrolled plasma glucose levels. For purposes of this Agreement, “Award Date II” shall mean the decision by the Company to file any non-provisional patent on the New Formulation. Award Date I and Award Date II can occur in any order and neither is contingent upon the other. Notwithstanding the foregoing, in each case such scheduled release from the Repurchase Option shall immediately cease as of the Termination Date. Notwithstanding the foregoing, if a Triggering Event (as defined in accordance with Section 1.6(a):
(i9(i) as a break-up feehereof) occurs, 100% of the Stockholder shall total number of Vesting Shares held by Holder that have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at not yet been released from the Repurchase Option Closing for cancellation and the Stockholder shall, on shall be released from the Repurchase Option Closing Dateas of immediately prior to, repay and contingent upon, the full amount occurrence of such Triggering Event; provided that in the principal amount paid by event of a Triggering Event under Section 9(i)(i) or 9(i)(ii), Purchaser’s Continuous Service Status has not terminated prior to such Triggering Event. Notwithstanding the Purchaser foregoing, or anything else to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under contrary set forth in this Agreement, the Acquisition Note or Three Year Note or otherwiseparties acknowledge and agree that the Board (excluding the Holder and its affiliates, if applicable) shall at all times have the full right and authority (but without any corresponding obligation) to provide for accelerated vesting of the Vesting Shares on any terms the Board (excluding the Holder and its affiliates, if applicable) deems appropriate.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Viking Therapeutics, Inc.)
Repurchase Option. (a) In the event that either:
(i) of termination of the Purchaser Optionee's ----------------- full time employment with the Company for any reason, except for acts with or without cause, whether voluntarily or involuntarily, including by reason of God and other unforeseen events and actions over which death or disability (herein referred to as the Purchaser has no control"Termination"), shall not pay upon the principal amount date of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of such Termination the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable and exclusive option (the “"Repurchase Option”") to re-purchase from repurchase that number of Shares by which the Purchaser all aggregate number of Shares purchased by Optionee pursuant to this Option exceeds the number of Vested Shares, as determined upon the date of such Termination (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”"Unvested Shares"). The Stockholder Company shall exercise his Repurchase Option pay to Optionee the Original Issuance Price per Share multiplied by delivering written notice the number of Unvested Shares as to the Purchaser and which the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option (as adjusted for stock splits, stock dividends, combinations and the like) (the "Repurchase Price"). Within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option, the Company shall notify Optionee as to whether it (or its assignee) wishes to purchase all or a portion of the Shares subject to the Repurchase Option. The Company shall obtain the consent of Optionee for the repurchase of a portion but not all of Optionee's Shares subject to the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares, it shall notify Optionee in accordance with Section 1.6(a):
writing of its (or its assignee's) intention to purchase all or a portion of such Shares) at the Repurchase Price, and either (i) as set a break-up feedate and location for the closing of the transaction not later than thirty (30) days from the date of such notice, at which time the Stockholder Company (or its assignee) shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
tender payment for such Shares, or (ii) close the Purchaser’s obligations transaction by mail by including payment for such Shares with the Company's notice to pay Optionee. Payment for the principal amount and interest due under Shares may be in the Acquisition Note and Three Year Note shall terminate and form of cash, check, cancellation of all or a portion of Optionee's indebtedness to the Company or any combination thereof. At such promissory notes closing, the certificates representing the Shares so purchased shall be delivered to the Purchaser at Company and canceled (or the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificates shall be deemed canceled (or the Shares transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Optionee to the Company by certified or registered mail. Shares subject to the Repurchase Option Closing for cancellation and as to which the Stockholder shall, on Company (or its assignee) has not exercised the Repurchase Option Closing Date, repay within sixty (60) days following the full amount of last day upon which Optionee may purchase Shares pursuant to this Option shall be released from the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseRepurchase Option.
Appears in 1 contract
Sources: Nonstatutory Stock Option Agreement (Intervideo Inc)
Repurchase Option. (a) In the event that either:
Purchaser’s relationship with the Company (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms or a parent or subsidiary of the Acquisition Note subject to any cure period; or
Company) is terminated by the Company for Cause (as defined below) or (ii) at any time prior Purchaser voluntarily terminates his advisory relationship with the Company, such that Purchaser is no longer providing services to the repayment of all amounts due under the terms Company (or a parent or subsidiary of the Acquisition NoteCompany) as an employee, the Purchaser shall intend to sell the Stock director, consultant or all or substantially all of the assets of advisor (each a “Termination Event”), then the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an irrevocable option (the “Repurchase Option”), for a period of ninety (90) days after said termination to re-purchase repurchase from Purchaser or Purchaser’s personal representative, as the Purchaser all (case may be, at a price per share equal to the Purchase Price, up to but not less than allexceeding the number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. In the event Purchaser’s relationship with the Company (or a parent or subsidiary of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with is terminated (i) a check due to Purchaser’s death or checks in disability or (ii) by the amount equal Company without Cause, then all unvested shares of Stock shall immediately become vested and shall no longer subject to the Repurchase Consideration Option. The term “Cause” shall mean the following: (i) your willful failure to perform, or gross negligence in the performance of, your material duties and responsibilities to the Company which is not remedied within thirty (30) days of written notice thereof; (ii) material breach by you of any material provision of this Agreement or any other agreement with the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise Company which is not remedied within thirty (30) days of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2written notice thereof; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability fraud, embezzlement or obligation other dishonesty with respect to the Stockholder Company, which, in the case of such other dishonesty, causes or could reasonably be expected to cause material harm to the Company; or (iv) your conviction of a felony. Purchaser hereby acknowledges that the Company under this Agreementhas no obligation, either now or in the Acquisition Note future, to repurchase any of the shares of Common Stock, whether vested or Three Year Note or otherwiseunvested, at any time.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Longwood Fund II, L.P.)
Repurchase Option. Subject to the terms and conditions provided in this Section 3, Guarantor shall have the right (the "OPTION TO SUBSTITUTE") from time to time to purchase one or more of the Properties and to substitute therefor one or more properties (each, a "REPLACEMENT PROPERTY").
(a) In Guarantor may exercise the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant Option to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option Substitute only by delivering written notice (each, a "SUBSTITUTION OPTION NOTICE") of the exercise of such right to the Purchaser Acquirer during the period commencing on the day after the Closing Date and expiring, with respect to each Property, on the Company (date on which the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise initial term of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder Sonic Lease for such Property expires or is sooner terminated (the “Repurchase Option Closing”each, a "SUBSTITUTION WINDOW EXPIRATION DATE").
(b) In the event that Guarantor elects to purchase a Property, Guarantor shall simultaneously sell to the Stockholder exercises Acquirer a Replacement Property that has previously been approved in writing by the Repurchase Option financial institution (the "LENDER") that has made to the Acquirer or an Affiliate thereof a loan (the "LOAN") secured by the Property in accordance with the qualifications for a Replacement Property under such Lender's requirements. Each date on which the transactions contemplated by this Section 1.6(a):3 are consummated with respect to a Property and a Replacement Property shall be known as a "SUBSTITUTION DATE", which Substitution Date in all events shall not be later than ninety (90) days after the date of the applicable Substitution Option Notice. The parties shall reasonably cooperate to consummate the substitution contemplated by this Section 3 within the aforesaid ninety (90) day period. The value of the Replacement Property shall be approximately equal to the Purchase Price allocated to the Property being replaced but in no event less than the Purchase Price allocated to such Property, and the aggregate value of all Replacement Properties shall not exceed the aggregate value of such replaced Properties by more than Three Million Dollars ($3,000,000.00).
(c) On the Substitution Date:
(i) Guarantor shall (A) execute, or cause the Designated Grantee (as hereinafter defined) to execute, a break-up feelease in the form attached hereto as Exhibit 1(c) for the Replacement Property (provided, however, (I) that the initial term of such lease shall be the unexpired initial term of the lease of the Property being repurchased, plus two five (5) year renewal periods, and (II) during each year of the term of the lease for the Replacement Property, the Stockholder base rent and escalation thereunder shall have be not less than the base rent and escalation under the lease for the applicable Property being repurchased, (B) execute a right guaranty in the form attached hereto as Exhibit 2(b), (C) execute, acknowledge, and deliver to retain the Certificate issued Acquirer a special warranty deed for the Replacement Property, (D) pay the Allocated Property Cost (as hereinafter defined) for such Property in cash or readily available funds (E) execute, acknowledge and deliver to Stockholder pursuant the Acquirer such other documents as may reasonably be requested by the Acquirer or the Lender, and (F) pay to Section 1.2the Acquirer all out-of-pocket costs incurred by the Acquirer in connection with such purchase of the Replacement Property and sale of the Property (including, without limitation, costs incurred in connection with title insurance policies, surveys, zoning reports, appraisals, building condition surveys, attorneys' fees, deed, mortgage and other recordation, transfer, document and stamp taxes, and any fees imposed by the Lender in connection with such substitution); and
(ii) the Purchaser’s obligations Acquirer shall (A) execute, acknowledge and deliver to Guarantor or the Designated Grantee a special warranty deed for the Property, (B) execute and deliver the lease for the Replacement Property set forth in Section 3(c)(i)(A) and (C) pay the principal amount Replacement Property Purchase Price (as hereinafter defined) in cash or readily available funds. The Property shall be conveyed to Guarantor or the Designated Grantee in its "as is" condition as of the Substitution Date, subject to all restrictions, covenants, declarations, and interest due easements of record as of such date and subject to the tenancy of the applicable entity under the Acquisition Note and Three Year Note applicable Sonic Lease. The Guarantor shall terminate and such promissory notes shall be delivered provide to the Purchaser Acquirer representations and warranties customary in a sale transaction in connection with the conveyance of the Replacement Property. The Substitution Date shall occur, if at all, prior to the Repurchase Option Closing for cancellation and earlier of (X) the Stockholder shall, on the Repurchase Option Closing Substitution Window Expiration Date, repay and (Y) the full amount date on which the Loan (as hereinafter defined) is discharged. "ALLOCATED PROPERTY COST" shall mean the Purchase Price allocated to the Property being replaced, plus all allocated costs capitalized by the Acquirer in connection with the Acquirer's acquisition and ownership of such Property. "REPLACEMENT PROPERTY PURCHASE PRICE" shall mean the fair market value of the principal amount paid Replacement Property as determined by the Purchaser an appraisal reasonably acceptable to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseAcquirer.
Appears in 1 contract
Repurchase Option. (a1) All Unvested Shares, and any stock dividends or stock distributions paid thereon (collectively, the "Restricted Shares"), are subject to the Company's Repurchase Option (as defined below). Vested Shares whether held by Purchaser or by Escrow Holder shall not be considered Restricted Shares.
(2) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of the Purchaser's employment with or services to the Company for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has or no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
reason (iiincluding death or disability) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially (a "Termination") before all of the assets Restricted Shares become Vested Shares and are released from the Repurchase Option under Section 5, the Company shall, upon the date of the Company to a third party, Termination (as reasonably fixed and determined by the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall Company) have an irrevocable, exclusive option (the “"Repurchase Option”") for a period of 90 (ninety) days from such date to re-purchase repurchase all or any portion of the Restricted Shares (i.e., those which have not vested and become Vested Shares and thus have not been released from the Purchaser all Repurchase Option at such time) at the original purchase price per share (but not less than all$0.35).
(3) of the Company’s Stock (together with any shares of capital stock of The Repurchase Option shall be exercised by the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and or his executor (with a copy to the Company Escrow Holder (as defined below)) and, at the “Repurchase Option Notice”) together with Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check or checks in the amount of the repurchase price for the Restricted Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the Repurchase Consideration repurchase price for the Restricted Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the original common stock purchase Certificate representing combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and the Certificate Consideration for cancellation payment of the repurchase price in any of the ways described above within the ninety (90) day period, the Company shall become the legal and beneficial owner of the Restricted 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 Restricted Shares being repurchased by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Company.
(b4) In Whenever the event Company shall have the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeright to repurchase Restricted Shares hereunder, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount Company may designate and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shallassign one or more employees, on the Repurchase Option Closing Dateofficers, repay the full amount directors or stockholders of the principal amount paid by Company or other persons or organizations to exercise all or a part of the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company Company's repurchase rights under this Agreement, the Acquisition Note Agreement and purchase all or Three Year Note or otherwisea part of such Restricted Shares.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such date to the terms repurchase all or any portion of the Acquisition Note subject to Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) 100% of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option. 25% of the total number of Shares shall be released from the Repurchase Option on the twelve-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the total number of Shares shall be released from the Repurchase Option each month thereafter, until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event that the Company under this Agreement, undergoes a Change of Control (as defined below) 50% of the Acquisition Note Shares remaining subject to the Repurchase Option as of the date of the Change of Control (or Three Year Note or otherwisesuch lesser number of Shares as then remain subject to the Repurchase Option) shall immediately be released from the Repurchase Option.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
(i) of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, except the Company shall, upon the date of such termination, have an irrevocable, exclusive option for acts a period of God and other unforeseen events and actions over 60 days after the date of termination to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Purchaser has no control, shall not pay the principal amount of $500,000 when due Company’s repurchase option pursuant to the terms of release provisions below at the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the purchase price per Share paid by Purchaser specified in Section 1.2. The option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance by delivery of written notice of such a proposed transaction; whereupon, the Stockholder shall have an exercise of option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option representative accompanied by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with either (i) a check or checks in the amount equal to the number of Shares repurchased by the Company multiplied by the per share Purchase Price set forth in Section 1.2 (the “Repurchase Consideration and Price”) or (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by of a portion of the Purchaser. A closing with regard ’s loan obligations due to the Stockholder’s exercise Company under the Note in an amount equal to the Repurchase Price. Upon delivery of such notice and payment of the Repurchase Option Price, the Company shall occur no later than five business days following become the Purchaser’s receipt legal and beneficial owner of the Repurchase Option Notice Shares being repurchased and Repurchase Consideration all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. Twenty five percent (25%) of the Shares held by Purchaser shall be released from the Stockholder Company’s repurchase option each annual anniversary of the effective date of this Agreement (the each, a “Repurchase Option ClosingRelease Date”).
(b) In , provided that Purchaser is still employed by Company on such Release Date. Prior to and after expiration of the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feerepurchase options set forth herein, the Stockholder Shares shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered remain subject to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount provisions of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Company’s Stock Restriction Agreement, the Acquisition Note or Three Year Note or otherwiseso long as such agreement remains in effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Corsair Components, Inc.)
Repurchase Option. (a) In the event that either:
of Purchaser’s Termination of Directorship (i) as defined in the Purchaser Option Agreement), as applicable, for any reason, except for acts the Company shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms Purchaser’s Unvested Shares as of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms date of the Acquisition Note, Purchaser’s Termination of Directorship at the exercise price paid by Purchaser shall intend to sell for such Shares in connection with the Stock or all or substantially all exercise of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option Option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the event case may be), within ninety days of the Stockholder exercises date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate.
(e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain Vesting Schedule set forth in the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) Option Agreement until all Shares are released from the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Repurchase Option. Fractional Shares shall be delivered rounded down to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Purchaser ceases to be "employed ----------------- by the Company" (ias defined herein) the Purchaser for any reason, except with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 90 days from such termination date to the terms repurchase all or any portion of the Acquisition Note subject Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to any cure period; or
(ii) at any time prior to be "employed by the repayment Company" if the Board of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to a third partythe Company. In case of any dispute as to whether Purchaser is employed by the Company, the Purchaser shall give the Stockholder 45 days advance written notice Board of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock Directors of the Company issued following will have discretion to determine whether Purchaser has ceased to be employed by the Closing Date Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or any affiliate his executor with such notice of a check in the amount of the Purchaserpurchase price for the Shares being purchased, or (ii) for aggregate consideration of $100 (in the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice event the Purchaser is indebted to the Purchaser and Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (the “Repurchase Option Notice”iii) together with by a combination of (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) so that the original common stock combined payment and cancellation of indebtedness equals such purchase Certificate representing price. Upon delivery of such notice and payment of the Certificate Consideration for cancellation purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Stockholder’s exercise Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the Repurchase Option total number of Shares shall occur no later than five business days following be released from the Purchaser’s receipt repurchase option on the first anniversary of the Repurchase Option Notice Vesting Commencement Date (as set forth on the signature page of this Agreement), and Repurchase Consideration 1/48th of the Shares originally purchased shall be released from the Stockholder repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the “Repurchase Option Closing”signature page of this Agreement).
(b) In , until all Shares are released from the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes repurchase option. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Pilot Network Services Inc)
Repurchase Option. (a) In the event that either:
(i) Employee ceases to be employed by the Purchaser Company and its Subsidiaries for any reasonreason (the "SEPARATION"), except for acts the Employee Stock (whether held by Employee or one or more of God Employee's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Acquisition Note Employee Stock will be subject to any cure period; or
repurchase at the Employee's Original Cost for such shares, calculated in accordance with the following schedule (ii) at any time prior to the repayment "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EMPLOYEE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of all amounts due under this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 2nd Anniversary of this Agreement 75% Date immediately following 2nd Anniversary of this Agreement until 3rd Anniversary of this Agreement 50% Date immediately following 3rd Anniversary of this Agreement until 4th Anniversary of this Agreement 25% Date immediately following 4th Anniversary of this Agreement and thereafter 0% The purchase price for the terms remaining shares of Employee Stock shall be the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice Fair Market Value of such a proposed transaction; whereupon, the Stockholder shall have an option shares (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”"FAIR MARKET VALUE SHARES").
(b) In The Company may elect to purchase all or any portion of the event Original Cost Shares and the Stockholder exercises Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Employee Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Employee Stock held by Employee at the time of delivery of the Repurchase Notice. If the number of shares of Employee Stock then held by Employee is less than the total number of shares of Employee Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Employee Stock under this Agreement, pro rata according to the number of shares of Employee Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Employee and the other holders of Employee Stock (if any) pro rata according to the number of shares of Employee Stock to be purchased from such person.
(c) If for any reason the Company does not elect to purchase all of the Employee Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Employee Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in accordance any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Employee Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Employee Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Employee Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with Section 1.6(a):an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Employee Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Employee Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Employee to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Employee Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Employee Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Employee Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Employee delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Employee Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Employee Stock during (i) as a breakthe thirty-up feeday period beginning on the date the Company, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
Investors and Bajaj receive Employee's written notice of objection and (ii) the Purchaser’s obligations thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to pay be an amount more than 10% greater than the principal amount and interest due under per share repurchase price for Fair Market Value Shares originally determined by the Acquisition Note and Three Year Note Board
(g) The provisions of this Section 3 shall terminate and such promissory notes shall be delivered to upon the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount consummation of a Sale of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Repurchase Option. (a) The termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause shall be a “Triggering Event.” In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notea Triggering Event occurs, the Purchaser shall intend to sell Company shall, from the Stock or all or substantially all date of termination (as reasonably fixed and determined by the assets of the Company to a third partyCompany), the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) for a period of 90 days to re-repurchase any of the Shares that are not vested under the vesting schedule set forth on Exhibit A hereto (the “Unvested Shares”) for no additional consideration. In addition, if the Triggering Event is a termination of Grantee’s Continuous Service by the Company for Cause, then the Repurchase Option will also include an option to purchase any of the Shares that are vested under the vesting schedule set forth on Exhibit A for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the Company by written notice to the Grantee, which notice shall specify the number of Shares and the time (not later than 30 days from the Purchaser all (but not less than all) date of the Company’s Stock (together with any shares of capital stock notice) and place for the closing of the Company issued following the Closing Date to the Purchaser or any affiliate repurchase of the Purchaser) for aggregate consideration Shares. Upon delivery of $100 (such notice and payment of the “Repurchase Consideration”). The Stockholder purchase price in accordance with the terms herewith, the Company shall exercise his Repurchase Option by delivering written notice to become the Purchaser legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to retain and transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)Company.
(b) In Whenever the event Company shall have the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeright to repurchase Shares hereunder, the Stockholder shall have a Company’s board of directors may designate and assign to one or more assignees the right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount exercise all or part of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company Company’s repurchase rights under this Agreement, the Acquisition Note Agreement to purchase all or Three Year Note or otherwisea part of such Shares.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Massive Interactive, Inc.)
Repurchase Option. (a) In the event that either:
(i) Subject to Section 3(a)(iv), in the Purchaser event of the termination of Purchaser's employment or consulting relationship with the Company for any reason, except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and other unforeseen events and actions over which the Purchaser has no controllike); provided, however, that the Repurchase Option shall not pay continue for a period of up to one year from the principal amount of $500,000 when due pursuant Termination Date to the terms of extent that the Acquisition Note subject to any cure period; orCompany reasonably determines that such
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, 1/48 of the total number of Shares shall be released from the Repurchase Option at the end of each month after the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share.
(iv) Notwithstanding the forgoing, the Company's Repurchase Option shall terminate as to all Shares (X) upon a Change of Control, (Y) in the event the Company shall terminate Purchaser's employment with the Company other than for Cause or Purchaser's death or Disability, or (Z) in the event Purchaser shall have no further liability or obligation to the Stockholder or terminate his employment with the Company because of a Constructive Termination. Any Shares as to which the Company's Repurchase Option has terminated pursuant to this Section 3(a)(iv) shall be deposited as Trust Shares under this Agreementthat certain Voting Trust Agreement dated March 19, 1997 among the Company, the Acquisition Note or Three Year Note or otherwise.holders of the Company's shares of Series A Preferred Stock and the Trustors and Voting Trustee signatory thereto. The following terms referred to in this Section 3(a)(iv) shall have the following meanings:
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including 6 death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall "Termination Date") have an irrevocable, exclusive option (the “"Repurchase Option”") for a period of 60 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company's Repurchase Option at the original purchase price per Share specified in Section 1 (but not less than all) adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of up to one year from the Company’s Stock (together with any shares Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate not qualify as "small business stock" under Section 1202 of the Purchaser) for aggregate consideration Internal Revenue Code of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)1986, as amended.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes The Repurchase Option shall be delivered exercised by the Company by written notice to the Purchaser or Purchaser's executor and, at the Repurchase Option Closing for cancellation and Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Purchaser Company of an amount of such indebtedness equal to the Stockholder under purchase price for the Acquisition Note Shares being repurchased, or (C) by a combination of (A) and Three Year Note; and(B) so that the combined payment and cancellation of indebtedness equals such purchase price. 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 Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) The Repurchase Option shall be in effect with respect to sixty-seven percent (67%) of the Purchaser Shares and shall have no further liability lapse as to 1/36 of such Shares on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or obligation consulting relationship with the Company has not been terminated prior to the Stockholder or date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Company under this Agreement, Repurchase Option. Fractional shares shall be rounded to the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant like). Shares subject to the terms of Company's Repurchase Option are referred to herein as "Unvested Shares" and shares that have been released from the Acquisition Note subject Company's Repurchase Option are referred to any cure period; oras "Vested Shares".
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser The Repurchase Option shall intend to sell the Stock or all or substantially all of the assets of be exercised by the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company (whether or not said indebtedness is then due and payable), by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. 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 Shares being repurchased and all rights and interest therein or related thereto, and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) 100% of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or Repurchase Option with one-third (1/3rd) of the Company under total number of Shares being released from the Repurchase Option on the one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/36th of the Acquisition Note or Three Year Note or otherwisetotal number of Shares shall be released from the Repurchase Option each month thereafter, so that all shares are fully vested after three years. Fractional shares shall be rounded to the nearest whole share.
Appears in 1 contract
Repurchase Option. REPURCHASES OF, OR SUBSTITUTION FOR, CONTRACTS FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Originator as set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any Subsequent Purchase Agreement relating to Substitute Contracts that materially adversely affects the Trust's interest in such Contract (a) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant without regard to the terms benefits of the Acquisition Note subject to any cure period; or
Reserve Fund) (ii) at any time prior an "Ineligible Contract"), or of an inaccuracy with respect to the repayment of all amounts due under the terms representations as to concentrations of the Acquisition NoteInitial Contracts made under Section 3.05, the Purchaser shall intend to sell party discovering the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser breach shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering prompt written notice to the Purchaser other parties (and the Company (Servicer shall, pursuant to Section 11.01 of the “Repurchase Option Notice”) together Transfer and Servicing Agreement, with (i) respect to an inaccuracy concerning concentrations, select one or more Contracts, without employing adverse selection, to be the related Excess Contract for purposes of this Section), provided, that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Originator of any of such representations or warranties. The Originator shall repurchase each such Ineligible Contract or Excess Contract, at a check or checks in the amount repurchase price equal to the Repurchase Consideration Transfer Deposit Amount, not later than the next succeeding Determination Date following the date the Originator becomes aware of, or receives written notice from any Trustee, the Servicer or 19 23 the Trust Depositor of, any such breach or inaccuracy and (ii) which breach or inaccuracy has not otherwise been cured; provided, however, that if the original common stock purchase Certificate representing Originator is able to effect a substitution for any such Ineligible Contract or Excess Contract in compliance with Section 2.04, the Certificate Consideration Originator may, in lieu of repurchasing such Contract, effect a substitution for cancellation by such affected Contract with a Substitute Contract not later than the Purchaser. A closing date a repurchase of such affected Contract would be required hereunder, and provided further that with regard respect to a breach of representation or warranty relating to the Stockholder’s exercise Contracts in the aggregate and not to any particular Contract the Originator may select Contracts (without adverse selection) to repurchase (or substitute for) such that had such Contracts not been included as part of the Repurchase Option shall occur no later than five business days following Trust Assets (and, in the Purchaser’s receipt case of a substitution, had such Substitute Contract been included as part of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount Trust Assets instead of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iiiselected Contract) the Purchaser shall there would have been no further liability breach of such representation or obligation to the Stockholder or the Company under warranty. Notwithstanding any other provision of this Agreement, the Acquisition Note obligation of the Originator described in this Section 6.01 shall not (a) terminate or Three Year Note be deemed released by any party hereto upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing Agreement or otherwise(b) include any obligation to make payment on account of a breach of a Contract by an Obligor subsequent to the date on which such Contract was transferred to the Trust. The repurchase obligation described in this Section 6.01 is in no way to be satisfied with monies in the Reserve Fund.
Appears in 1 contract
Sources: Transfer Agreement (Orix Credit Alliance Receivables Trust 1999-A)
Repurchase Option. (ai) In the event that either:
(i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition NotePurchaser’s Termination, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). In addition, the event of a Purchaser’s Termination for “Cause” as provided in Section 9.4 of the Plan, the Company shall have an irrevocable exclusive option to repurchase any Shares purchased after the first event constituting “Cause”.
(ii) Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all (but of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not less than all) intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s Stock (together intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following by either (A) delivering a check to Purchaser in the Purchaser’s receipt amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the 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. In the event of any deemed automatic exercise of the Repurchase Option Notice pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) All of the Shares shall initially be subject to the Repurchase Consideration Option. Provided that Purchaser remains continuously employed (or continues to provide services to the Company as a consultant), 37,500 of the total number of Shares shall be released from the Stockholder (the “Repurchase Option Closing”on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), an additional 18,750 Shares on each of the end of eighteen months after the Vesting Commencement Date and the second anniversary of the Vesting Commencement Date and an additional 12,500 Shares on each of the end of thirty months after the Vesting Commencement Date and the third anniversary of the Vesting Commencement Date so that all 100,000 Shares shall be released from the Repurchase Option on the Fully Vested Date (as set forth on the signature page of this Agreement).
(biv) In Notwithstanding the foregoing, in the event the Stockholder exercises of a Change of Control Termination (as defined below in Section 8(g)), all Shares shall be released from the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseOption.
Appears in 1 contract
Sources: Employment Agreement (Embarcadero Technologies Inc)
Repurchase Option. (a) In the event that either:
(i) the If Purchaser ceases to be a Service Provider for any reason, except including for acts 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 God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms Purchaser’s Unvested Shares as of the Acquisition Note subject date on which Purchaser ceases to any cure period; or
(ii) be a Service Provider at any time prior to the repayment of all amounts due under exercise price paid by Purchaser for such Shares in connection with the terms exercise of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option Option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the event case may be), within ninety (90) days of the Stockholder exercises date on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.
(c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.
(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the date on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate.
(e) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain Vesting Schedule set forth in the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) Notice of Grant until all Shares are released from the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Repurchase Option. Fractional Shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
(i) Executive ceases to be employed by the Purchaser Company and its Subsidiaries for any reasonreason (the "SEPARATION"), except for acts the Executive Stock (whether held by Executive or one or more of God Executive's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Acquisition Note Executive Stock will be subject to any cure period; or
repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (ii) at any time prior to the repayment "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of all amounts due under this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 75% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 50% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 25% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The purchase price for the terms remaining shares of Executive Stock shall be the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice Fair Market Value of such a proposed transaction; whereupon, the Stockholder shall have an option shares (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”"FAIR MARKET VALUE SHARES").
(b) In The Company may elect to purchase all or any portion of the event Original Cost Shares and the Stockholder exercises Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in accordance any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with Section 1.6(a):an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by them by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) as a breakthe thirty-up feeday period beginning on the date the Company, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
Investors and Bajaj receive Executive's written notice of objection and (ii) the Purchaser’s obligations thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to pay be an amount more than 10% greater than the principal amount and interest due under per share repurchase price for Fair Market Value Shares originally determined by the Acquisition Note and Three Year Note Board
(g) The provisions of this Section 3 shall terminate and such promissory notes shall be delivered to upon the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount consummation of a Sale of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseCompany.
Appears in 1 contract
Repurchase Option. (a) In the event that either:
Mr. St. Jean's relationship with Chordiant (or a parent or subsidiary of Chordiant), whether as an employee or consultant, is terminated: by Chordiant for Cause (as defined in Section 1(c) below); or by the resignation of Mr. St. ▇▇▇▇ for any reason (other than due to death, disability or for Good Reason (as defined in Section 1(d) below), (any such termination pursuant to (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
or (ii) at any time prior above being referred to the repayment of all amounts due under the terms of the Acquisition Noteherein as a "Repurchase Option Trigger Event"), the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder then Chordiant shall have an irrevocable option (the “"Repurchase Option”"), for a period of forty-five (45) days after said termination, or such longer period as may be agreed to re-purchase by Chordiant and Mr. St. ▇▇▇▇ in writing, to repurchase from Mr. St. ▇▇▇▇ or Mr. St. Jean's personal representative, as the Purchaser all (case may be, without any further consideration, up to but not less exceeding the number of Shares that have not vested in accordance with the provisions of Section 1(b) below as of such termination date. If Mr. St. Jean's relationship with Chordiant is terminated by Chordiant or Mr. St. ▇▇▇▇ for any reason other than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his a Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of Trigger Event, then the Repurchase Option shall occur be of no later than five business days following force and effect and the Purchaser’s receipt Shares shall be immediately fully vested and owned by Mr. St. ▇▇▇▇. _________ of the Shares shall initially be subject to the Repurchase Option. The Shares shall vest and be released from the Repurchase Option Notice and Repurchase Consideration on a monthly basis, in equal installments over a thirty-six-month period measured from the Stockholder Vesting Commencement Date (set forth on the “Repurchase Option Closing”).
(bsignature page of this Agreement) In with the event first such installment to vest one month from the Stockholder exercises Vesting Commencement Date and the remaining installments to vest on the corresponding dates of the succeeding months until all the Shares are released from the Repurchase Option (provided in accordance with Section 1.6(a):
each case that Mr. St. Jean's relationship as an employee or consultant of Chordiant (ior a parent or subsidiary of Chordiant) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered has not been terminated prior to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount date of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisesuch release).
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Notewith or without cause, the Purchaser Company shall intend to sell upon the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice date of such a proposed transaction; whereupon, termination (the Stockholder shall “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 187 days from such date to re-purchase repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Purchaser all Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). The Company has the right, but not less than allthe obligation, to exercise the Repurchase Option.
(ii) Unless the Company notifies Purchaser in writing within 187 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 187th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 187th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s Stock (together intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following by either (A) delivering a check to Purchaser in the Purchaser’s receipt amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the 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. In the event of any deemed automatic exercise of the Repurchase Option Notice and Repurchase Consideration from pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Stockholder (Company, such indebtedness equal to the “Repurchase Option Closing”purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 187th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder Company shall become the legal and beneficial owner of the Shares being repurchased and shall have a all rights and interest therein or related thereto, and the Company shall have the right to retain transfer to its own name the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount number of the principal amount paid Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no Company, without further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseaction by Purchaser.”
Appears in 1 contract
Sources: Exercise Notice and Restricted Stock Purchase Agreements (Omeros Corp)
Repurchase Option. (a) In the event that either:
(i) of the Purchaser termination of Executive's employment with the Company for any reasonreason (a "Termination"), except for acts the Executive Stock (whether held by Executive or one or more of God Executive's transferees, other than any Investor or the Company) will be subject to repurchase by the Company and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due Investors pursuant to the terms of the Acquisition Note subject to any cure period; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option and conditions set forth in this section 15 (the “Repurchase "Repurchaser Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”").
(b) In the event of a repurchase of the Stockholder exercises Executive Stock, the purchase price for each share of Executive stock will be Fair Market Value of such share; provided that in the event Executive's employment with the Company is terminated with Cause, the purchase price for each share of Executive Stock shall be lesser of the Original Cost or the Fair Market Value of such share.
(c) The Company may elect to purchase all or any portion of the Executive Stock by delivering written notice (the "Repurchaser Notice") to the holder or holders of the Executive Stock. The Repurchaser Notice will set firth the number of shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Stock held by the Executive at the time of delivery of the Repurchaser Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).
(d) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option in accordance with Section 1.6(a):
for the Executive Stock that the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares and the purchase price for the Available Shares. The Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If more than one Investor elects to purchase any or all Available Shares and the number of Available Shares is less then the aggregate number of shares elected to be purchased by such electing Investors, each Investor shall be entitled to purchase the lessor of (i) the number of Available Shares such Investor has elected to purchase as a break-up fee, indicated in the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
Election Notice or (ii) the Purchaser’s obligations number if Available Shares obtained by multiplying the number of shares specified in the Option Notice by a fraction, the numerator of which is the number of shares of Common Stock (on a fully-diluted basis) held by such Investor and the denominator of which is the aggregate number of shares in Common Stock (on a fully-diluted basis) held by all electing Investors. In the event of all Available Shares are not purchased by the Investors pursuant to pay the principal amount and interest due under immediately preceding sentence, the Acquisition Note and Three Year Note shall terminate and such promissory notes Available Shares remaining to be purchased shall be delivered allocated among the Investors who elect to purchase more Available Share (as indicated in their respective Election Notices) then they are entitled to purchase pursuant to the Purchaser at immediately preceding sentence as the Investors shall agree in writing. As soon as practicable, and in any event within ten days. After the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number if shares being purchased from such holder by the Investors (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors setting forth the number of shares such Investor is entitled to purchase, the aggregate purchase price and the time of the closing of the transaction.
(e) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option Closing shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or the Investors shall pay for cancellation and the Stockholder shall, on Executive Stock to be purchased pursuant to the Repurchase Option Closing Dateby delivery of, repay in case of any Investor, a check or wire transfer of funds and in the full case of a purchase by the Company of Executive Stock, at its option, (A) a check or wire transfer of funds, (B) a subordinate note or notes payable in up to three equal annual installments (or as otherwise agreed by the Company and Executive) beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time or (c) both (A) and (B), in the aggregate amount of the principal amount paid purchase price for such shares; provided that the Company shall use reasonable efforts to make all such repurchases in full with a check or wire transfer of funds. Any notes issued by the Purchaser Company pursuant to this Section 15 shall be subject to any restrictive covenants to which such issuer is subject at the time of such purchase. In addition, the Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Stockholder under Company hereunder and any other bona fide debts owed by the Acquisition Note Executive to the Company. The Company and Three Year Note; andthe Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signature be guaranteed.
(iiif) the Purchaser shall have no further liability or obligation Notwithstanding anything to the Stockholder or the Company under contrary contained in this Agreement, all repurchases of Executive Stock by the Acquisition Note Company shall be subject to applicable restrictions contained in the California General Corporation Law and in the Company's and its Subsidiaries debt and equality financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or Three Year Note or otherwiserequired to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.
(g) The right of the Company and the Investors to repurchase the Executive Stock pursuant to this Section 15 shall terminate upon a Sale of the Company, a Transfer pursuant to the participation rights set forth in paragraph 2(d) of the Shareholders Agreement (as defined below), upon the consummation of a Public Offering.
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the termination of Purchaser's Service by Purchaser or the Company for any reason, except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which 90 days from such date to repurchase all or any portion of the Purchaser has no control, shall not pay Unvested Shares at the principal amount repurchase price of $500,000 when due pursuant 0.17 per share, appropriately adjusted in the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the terms date of the Acquisition Note subject to any cure period; orthis Agreement.
(ii) at any time prior to Unless the repayment Company notifies Purchaser within 90 days from the date of all amounts due under the terms termination of the Acquisition Note, the Purchaser shall Purchaser's Service that it does not intend to sell the Stock exercise its Repurchase Option with respect to some or all or substantially all of the assets Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to a third partysuch 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, the execution of this Agreement by Purchaser shall give the Stockholder 45 days advance constitutes written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together 's intention to exercise its Repurchase Option with any shares of capital stock of the Company issued following the Closing Date respect to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “all Unvested Shares to which such Repurchase Consideration”)Option applies. The Stockholder shall exercise his Repurchase Option by delivering written notice Company, at its choice, may satisfy its payment obligation to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal respect to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested 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 occur no later than five business use good faith efforts to satisfy its payment obligation to Purchaser within 15 days following the Purchaser’s receipt after Company's notice of exercise of the Repurchase Option Notice (or deemed exercise), and Repurchase Consideration that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the Stockholder amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the “Repurchase Option Closing”Company has satisfied its payment obligation under this paragraph (ii).
(b) . In the event the Stockholder exercises of any deemed automatic exercise of the Repurchase Option in accordance with pursuant to this Section 1.6(a):
(i5(a)(ii) as a break-up feeand Purchaser is then indebted to the Company, the Stockholder shall have a right amount of such indebtedness equal to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) purchase price of the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Unvested Shares being repurchased shall be delivered to deemed automatically canceled as of the Purchaser at date of Company's notice of exercise of the Repurchase Option Closing for cancellation (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Stockholder shall, on Company shall have the Repurchase Option Closing Date, repay right to transfer to its own name the full amount number of the principal amount paid Unvested Shares being repurchased by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no Company, without further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseaction by Purchaser.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Momenta Pharmaceuticals Inc)
Repurchase Option. (ai) In the event that either:
Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (ior any successor or its parent company) the Purchaser for any reasonreason (the date of such termination being the "Termination Date"), except the Company shall have the right (the "Repurchase Option"), for acts a period of God and other unforeseen events and actions over which 90 days from such Termination Date (the Purchaser has no control"Option Period"), to repurchase any or all of the Units that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the "Unvested Units") at a repurchase price of $0.0001 per Unit in cash (subject to adjustment for any unit split or similar event) (the "Repurchase Price"). The Company may exercise its Repurchase Option as to any or all of the Unvested Units at any time during the Option Period by written notice to Purchaser; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Units at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not pay be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the principal amount duration of $500,000 when due pursuant to any such period, in any case where such automatic exercise would result in a violation of applicable law, and the terms Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of the Acquisition Note subject to any cure period; orapplicable law would not result from its exercise.
(ii) at any time If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the repayment of all amounts due under the terms end of the Acquisition NoteOption Period, and the Repurchase Option shall thereupon terminate as to any Unvested Units for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Purchaser Company shall intend to sell notify the Stock or all or substantially all Escrow Agent (as defined below) thereof and shall make payment of the assets aggregate Repurchase Price for the Unvested Units being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to a third partythe aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Purchaser Company shall give become the Stockholder 45 days advance written notice legal and beneficial owner of such a proposed transaction; whereuponthe Unvested Units being repurchased and all related rights and interests therein, and the Stockholder Company shall have an option the right to retain and transfer to its own name the number of Unvested Units being repurchased by the Company.
(iii) If the “Repurchase Option”) Company neither notifies Purchaser prior to re-purchase from the Purchaser all (but not less than all) end of the Option Period of the Company’s Stock (together with any shares of capital stock 's decision not to exercise its Repurchase Option nor delivers payment of the Company issued following aggregate Repurchase Price to Purchaser within five (5) business days after the Closing Date to the Purchaser actual or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s deemed exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option or within an additional period in accordance with Section 1.6(a):
(i) as a break-up fee3(a)(i)), then the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes sole remedy of Purchaser thereafter shall be delivered to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Units deemed repurchased, and in no case shall Purchaser at have any claim of ownership as to any of such Unvested Units. If the Repurchase Option Closing for cancellation is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the Stockholder shall, on only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Units as to which the Repurchase Option Closing Datewas terminated, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation right whatsoever to receive the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseRepurchase Price.
Appears in 1 contract
Sources: Common Unit Purchase Agreement (BeautyKind Holdings, Inc.)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for acts a period of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant 60 days from such date to the terms repurchase all or any portion of the Acquisition Note subject to Unvested Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at any time prior the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the repayment Company, by cancellation by the Company of all amounts due under an amount of such indebtedness equal to the terms purchase price for the 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. Upon delivery of such notice and payment of the Acquisition Notepurchase price in any of the ways described above, the Purchaser Company shall intend become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to sell transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock or Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.
(iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company to a third partywith or into another corporation, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following terminate automatically and the Purchaser’s receipt Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option shall continue to lapse in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain Vesting Schedule set forth in the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Notice of Stock Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseGrant.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Cisco Systems Inc)
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except for acts with or without cause, the Company shall upon the date of God and other unforeseen events and actions over which such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms as of the Acquisition Note subject to Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any cure period; orstock splits, stock dividends and the like).
(ii) The Repurchase Option shall be exercised by the Company by written notice at any time prior following the Termination Date to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the repayment Company, by cancellation by the Company of all amounts due under an amount of such indebtedness equal to the terms purchase price for the 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. Upon delivery of such notice and payment of the Acquisition Notepurchase price in any of the ways described above, the Purchaser Company shall intend to sell become the Stock or all or substantially all legal and beneficial owner of the assets of the Company to a third partyShares being repurchased and all rights and interest therein or related thereto, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (shall have the “Repurchase Option Notice”) together with (i) a check or checks in right to transfer to its own name the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation number of Shares being repurchased by the Company, without further action by Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) One hundred percent (100%) of the Purchaser Shares shall have no further liability or obligation initially be subject to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiseRepurchase Option.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Preview Systems Inc)
Repurchase Option. (a) In the event that either:
(i) Executive ceases to be employed by the Purchaser Company and its Subsidiaries for any reasonreason (the "SEPARATION"), except for acts the Executive Stock (whether held by Executive or one or more of God Executive's transferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Acquisition Note Executive Stock will be subject to any cure period; or
repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (ii) at any time prior to the repayment "ORIGINAL COST SHARES"): PERCENTAGE OF EXECUTIVE STOCK DATE TO BE REPURCHASED AT ORIGINAL COST ---- ---------------------------------- Date of all amounts due under this Agreement until 1st Anniversary of this Agreement __% Date immediately following 1st Anniversary of this Agreement until __% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until __% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until __% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and __% thereafter The purchase price for the terms remaining shares of Executive Stock shall be the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice Fair Market Value of such a proposed transaction; whereupon, the Stockholder shall have an option shares (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”"FAIR MARKET VALUE SHARES").
(b) In The Company may elect to purchase all or any portion of the event Original Cost Shares and the Stockholder exercises Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up feeNotice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Stockholder Company shall have a right purchase the remaining shares elected to retain be purchased from the Certificate issued to Stockholder pursuant to Section 1.2; and
(iiother holder(s) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company Executive Stock under this Agreement, pro rata according to the Acquisition Note number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person.
(c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or Three Year Note any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or otherwiseall of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years.
(d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed.
(e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries'
Appears in 1 contract
Repurchase Option. (a) In After the event that either:
Termination Date, the Originators (or the Servicers in the name and on behalf of the Originators) may, by sending a written notice not less than five Business Days before the requested repurchase date, request the Purchaser to sell all outstanding Purchased Receivables originating from the Italian Originator and/or the Spanish Originators and/or the German Originators at a fair market repurchase price plus any additional costs and taxes resulting from such sale, subject to (i) the Purchaser for any reason, except for acts of God and other unforeseen events and actions over which having repurchased the Purchaser has no control, shall not pay Global Portfolio from MBCC in accordance with the principal amount of $500,000 when due pursuant to the terms provisions of the Acquisition Note subject to any cure periodBelgian Receivables Assignment Agreement under equivalent conditions; or
(ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise Purchase Price in respect of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount Purchased Receivables having been paid by the Purchaser to the Stockholder under the Acquisition Note relevant Originator; and Three Year Note; and
(iii) the credit balance of each Ledger (taking into account the treatment of that repurchase price as a Collection) having been duly paid to the Purchaser at the latest at the Settlement Date prior to such repurchase.
(b) The Purchaser shall have no further liability be free to accept or obligation reject any request made pursuant to paragraph (a) above at its absolute discretion. The Purchaser shall notify the relevant Originator and Servicer of any decision made pursuant to paragraph (a) above not later than three Business Days after the receipt of the relevant request. Such purchase is subject to the Stockholder Purchaser repurchasing the relevant Purchased Receivables from MBCC pursuant to the Belgian Receivables Assignment Agreement.
(c) The relevant Originator must pay the repurchase price referred to in paragraph (a) above on the Settlement Date immediately following the repurchase date proposed by such Originator and accepted by the Purchaser or on any later date as agreed between the Company under this AgreementPurchaser and the relevant Originator and/or Servicer pursuant to Clauses 8 (Waterfall), the Acquisition Note or Three Year Note or otherwise9 (Ledgers) and 10 (Settlement).
Appears in 1 contract
Repurchase Option. (ai) In the event that either:
(i) of the Purchaser voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), except with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for acts a period of God 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and other unforeseen events and actions over which the Purchaser has no controllike); provided, however, that the -------- ------- Repurchase Option shall not pay continue for a period of up to one year from the principal amount of $500,000 when due pursuant Termination Date to the terms extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Acquisition Note subject Company to any cure period; ornot qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended.
(ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the 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. Upon delivery of such notice and payment of the purchase price in any time of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. 1/8th of the Shares shall be released from the Repurchase Option on the date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the total number of Shares shall be release from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the repayment date of all amounts due under any such release); provided, however, that in the terms of event that the Acquisition Note, the Purchaser shall intend to sell the Stock Company ----------------- is merged or all acquired or substantially all of the Company's assets are sold in a transaction in which the Company's shareholders immediately prior to such transaction hold less than 50% of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of outstanding capital stock of the Company issued following surviving entity immediately after such transaction, all of the Closing Date Shares will be released from such Repurchase Option. Notwithstanding anything herein to the Purchaser or any affiliate contrary, in the event that during the term of the Purchaser) for aggregate consideration of $100 Employment Agreement between the Company and the Purchaser dated June 26, 1997 (the “Repurchase Consideration”"Employment Agreement"). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and , -------------------- Purchaser's employment with the Company is terminated pursuant to an Involuntary Termination (the “Repurchase Option Notice”) together with (i) a check or checks as defined in the amount equal to the Repurchase Consideration and (iiEmployment Agreement) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the such Repurchase Option shall occur no later than five business days following immediately lapse on the Purchaser’s receipt date of such Involuntary Termination with respect to 1/4th of the Shares, in addition to any Shares which have already been released from such Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes Option. Fractional shares shall be delivered rounded to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwisenearest whole share.
Appears in 1 contract
Repurchase Option. (a) In the event of the voluntary or involuntary ----------------- termination of employment of Purchaser with the Company for any reason, with or without cause (a "Termination"), the Company shall, upon the date of such Termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date, to the extent such Shares have not yet been released from the Company's Repurchase Option. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor, with such notice, of a check in the amount of the purchase price for the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that either:the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares 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 number of Shares being repurchased by the Company, without further action by Purchaser.
(i) If a Termination occurs prior to a Change of Control, as defined below, for any reason at any time after the date hereof and prior to the last day of__________, 199__, the Repurchase Option shall apply to forty-six forty-eighths (46/48) of the Shares. On the last day of _________, 199__, three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the last day of each full calendar month thereafter, provided in each case the Purchaser for any reasonis an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, except for acts in the event of God and other unforeseen events and actions over which Termination of the Purchaser has no controlas a result of Purchaser's death or total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), the number of Shares released from the Repurchase Option shall not pay be that number of Shares which would have been subject to the principal amount of $500,000 when due Repurchase Option pursuant to this Section 3(a)(i) had the terms Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Acquisition Note subject to any cure period; orCompany for those twelve (12) months.
(ii) at If a Termination occurs following a Change of Control, as defined below, for any time prior reason the number of Shares subject to the repayment of all amounts due under the terms Repurchase Option shall be calculated as follows:
(x) fifteen forty-eighths (15/48) of the Acquisition NoteShares shall be released on _____________, 199__, and
(y) one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a result of Purchaser's death or Disability, the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(ii) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months.
(iii) For the purposes of the foregoing, a Change of Control shall intend to sell occur upon the Stock closing of (A) a merger or consolidation of the Company with or into any other corporation or other entity, or sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets, or (B) upon a third party, the Purchaser shall give the Stockholder 45 days advance written notice sale or transfer of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less more than all) 50% of the Company’s 's Common Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser a person or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) persons acting as a check group, who is or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation are not controlled directly or indirectly by the Purchaser. A closing with regard to the Stockholder’s exercise Company, in a single transaction or series of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”)related transactions.
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Godigital Networks Corp)
Repurchase Option. (ai) In the event that either:
of any voluntary or involuntary termination of Purchaser's employment by or consulting services to the Company (iincluding as a result of death or disability) before all shares of the Stock are released from the Company's repurchase option under Section 2(b) below, the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of twenty-four (24) months from such date to repurchase all or any portion of the Stock which has not been released from the repurchase option described in this Section 2 (the "Repurchase Option") at the time of such termination at the original purchase price per share. The Repurchase Option shall be exercised by the Company by written notice to Purchaser for any reasonor his/her executor (with a copy to the Escrow Agent described in Section 7 hereof) and, except for acts at the Company's option, (A) by delivery to Purchaser or his/her executor with such notice of God and other unforeseen events and actions over which a check in the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant the aggregate repurchase price for the Stock being repurchased, (B) by cancellation by the Company of an amount of Purchaser's indebtedness to the terms of Company equal to the Acquisition Note subject to any cure period; oraggregate
(ii) at any time prior Whenever the Company shall have the right to the repayment of all amounts due under the terms repurchase shares of the Acquisition NoteStock hereunder, the Purchaser shall intend to sell the Stock Company may designate and assign one or all more employees, officers, directors or substantially all of the assets shareholders of the Company or other persons or organizations to exercise all or a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) part of the Company’s Stock (together with any shares 's repurchase rights under this Agreement and to purchase all or a part of capital stock such Stock; provided that if the aggregate fair market value of the Company issued following Stock to be repurchased on the Closing Date to date of such designation or assignment ("Repurchase FMV") exceeds the Purchaser or any affiliate aggregate repurchase price of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder Stock to be repurchased, then each such designee or assignee shall exercise his Repurchase Option by delivering written notice to the Purchaser and pay the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount cash equal to the difference between the Repurchase Consideration FMV and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise aggregate repurchase price of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”).
(b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a):
(i) as a break-up fee, the Stockholder Stock which such designee or assignee shall have a the right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and
(ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and
(iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwiserepurchase.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Wink Communications Inc)