Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) In the event the Director ceases to be an employee, officer, director or consultant of or to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option (see Section 3), 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 sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase price equal to $0.00001 per share (the “Repurchase Price”). Said option shall be exercised by the Company by delivering written notice to the Director or the Director’s executor (with a copy to the Escrow Holder (as defined in Section 6)) AND, at the Company’s option, by delivering to the Director or the Director’s executor a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 6 contracts

Samples: Restricted Stock Award Agreement (U.S. Rare Earths, Inc), Restricted Stock Award Agreement (U.S. Rare Earths, Inc), Restricted Stock Award Agreement (U.S. Rare Earths, Inc)

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Repurchase Option. (a) In the event the Director ceases to be an employee, officer, director or consultant of or to If Purchaser’s service with the Company is terminated by the Company for Cause (any such position constituting as defined in Section 4) or Purchaser resigns without Good Reason (as defined in Section 4) (each, a “Service ProviderTermination Event) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option Repurchase Option (see Section 3as defined below), the Company shall, upon the date of such termination Termination Event (as reasonably fixed and determined by the Company) ), have an irrevocable, exclusive option option, but not the obligation, for a period of sixty ninety (6090) days from such date date, to repurchase up to that number all or any portion of shares which constitute the Unreleased Restricted Shares (as defined in Section 4below) at a repurchase price equal to $0.00001 per share such time (the “Repurchase PriceOption) at the Repurchase Price (as defined below). Said option The Repurchase Option shall be exercised exercisable by the Company by delivering written notice to the Director Purchaser or the DirectorPurchaser’s executor (with a copy to the Escrow Holder (as defined in Section 6)) ANDescrow agent, at the Company’s option, by delivering pursuant to the Director requirements of Section 3) and shall be exercisable by delivery to the Purchaser or the DirectorPurchaser’s executor with such notice of a check in the amount of the aggregate Repurchase Price for the Shares being repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the aggregate Aggregate Repurchase Price in any of the ways described abovePrice, 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 right to retain and transfer to its own name the number of Shares being repurchased by the Company.have

Appears in 5 contracts

Samples: Stock Restriction Agreement (Fluidigm Corp), Stock Restriction Agreement (Fluidigm Corp), Stock Restriction Agreement (Fluidigm Corp)

Repurchase Option. (a) In the event the Director Purchaser ceases to be an employee, officer, director or consultant of or to the Company (any such position constituting a Service Provider”) Provider for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option 's Repurchase Option (see Section 34), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase the original purchase price equal to $0.00001 per share (the "Repurchase Price"). Said option The Repurchase Option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) AND, at the Company’s 's option, (i) by delivering to the Director Purchaser or the Director’s Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described abovePrice, 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 right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 4 contracts

Samples: Security Agreement (Roxio Inc), Restricted Stock Purchase Agreement (Garden Com Inc), Restricted Stock Purchase Agreement (Clearcommerce Corp)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employeePurchaser's employment by, officeror services to, director or consultant of or to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option 's Repurchase Option (see as defined below in Section 34), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) ), have an irrevocable, exclusive option option, but not the obligation, for a period of sixty (60) 90 days from such date to repurchase up to that number all or any portion of shares which constitute the Unreleased Shares (as defined below in Section 4) at a repurchase such time at the original purchase price equal to $0.00001 per share (the “Repurchase Price”"REPURCHASE PRICE"). Said option The Repurchase Option shall be exercised exercisable by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (Agent, as defined below in Section 6)) ANDand shall be exercisable, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the aggregate purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness, if any, to the Company 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 the Repurchase PricePrice times the number of shares to be repurchased (the "AGGREGATE REPURCHASE PRICE"). Upon delivery of such notice and the payment of the aggregate Aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.

Appears in 4 contracts

Samples: Security Agreement (Avanex Corp), Security Agreement (Avanex Corp), Security Agreement (Avanex Corp)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser's employment by or consultant of or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 34), 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 sixty ninety (6090) days from such date to repurchase up to that number all (but not less than all) of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase price equal to $0.00001 such time at $ 0.003 per share (the "Repurchase Price"). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the aggregate Repurchase Price for the 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 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 the payment of the aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 3 contracts

Samples: Restricted Stock Purchase Agreement (Silicon Energy Corp), Restricted Stock Purchase Agreement (Silicon Energy Corp), Restricted Stock Purchase Agreement (Silicon Energy Corp)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser’s employment by or consultant of consulting or advisory services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option (see Section 34), 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 sixty ninety (6090) days from such date to repurchase up to that number all or any portion of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase such time at the original purchase price equal to per share of $0.00001 0.0001 per share (the “Repurchase Price”). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the DirectorPurchaser’s executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s option, (i) by delivering delivery to the Director Purchaser or the DirectorPurchaser’s executor with such notice of a check in the amount of the aggregate Repurchase Pricepurchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser’s indebtedness to the Company 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 equal such repurchase price. Upon delivery of such notice and the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 3 contracts

Samples: Restricted Stock Purchase Agreement (Engenavis, Inc.), Restricted Stock Purchase Agreement (Engenavis, Inc.), Restricted Stock Purchase Agreement (Engenavis, Inc.)

Repurchase Option. (a) a. In the event of the Director ceases to be an employee, officer, director voluntary or consultant involuntary termination of your employment with or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from vested according to the Company’s repurchase option (see Section 3)Vesting Schedule above , 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 sixty ninety (6090) days from such date to repurchase up to that number all or any portion of shares which constitute the Unreleased unvested portion of the Shares (as defined in Section 4) at a repurchase the original purchase price equal to $0.00001 per share (the “Repurchase Price”)share. Said repurchase option shall be exercised by the Company by delivering written notice to the Director Optionee or the Director’s his executor (with a copy to the Escrow Holder (as defined in Section 6)) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Optionee or the Director’s his executor with such notice of a check in the amount of the aggregate Repurchase Pricerepurchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of Optionee's indebtedness to the Company 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 the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of shares of the Shares being repurchased by the Company.

Appears in 2 contracts

Samples: Exhibit 99 (Microtune Inc), Exhibit 99 (Microtune Inc)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser's employment by or consultant of or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 34), 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 sixty ninety (6090) days from such date to repurchase up to that number all (but not less than all) of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase such time at the original purchase price equal to $0.00001 per share (the "Repurchase Price"). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the aggregate Repurchase Pricepurchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company 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 repurchase price. Upon delivery of such notice and the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Spectrx Inc), Stock Purchase Agreement (Spectrx Inc)

Repurchase Option. (a) In the event the Director ceases to be an employee, officer, director or consultant of or to Shareholder's employment with the Company is terminated (any such position constituting a “Service Provider”i) for any reason, except the termination of Director’s position voluntarily by the Company, Shareholder or no reason (including death or disabilityii) by the Company "For Cause" (as defined in Section 4.01 of the Employment Agreement) before all of the Shares shares of Restricted Stock are released from the Company’s 's repurchase option (see Section 32), the Company shall, upon the date of such termination (as reasonably fixed and determined by the 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 sixty ninety (6090) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 42) at such time for a repurchase price equal to total consideration of One Dollar ($0.00001 per share 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 Repurchase Option and the Repurchase Option shall terminate and be of no further force or effect. Said option Repurchase Option shall be exercised by the Company by delivering written notice to the Director Shareholder or the Director’s Shareholder's executor (with a copy to the Escrow Holder (Holder, as defined in Section 6)3) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Shareholder or the Director’s Shareholder's executor with such notice of a check 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 Price for the Restricted Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares Restricted Stock 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 Shares shares of Restricted Stock being repurchased by the Company.

Appears in 1 contract

Samples: Employment Agreement (Advanced Aerodynamics & Structures Inc/)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser's employment by or consultant of or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 34), 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 sixty ninety (6090) days from such date to repurchase up to all (but not less than all) of the Shares that number of shares which shall constitute the Unreleased Shares (as defined in Section 4) at a repurchase such time, at the original purchase price equal to of $0.00001 0.60 per share (the "Repurchase Price"). Said Such option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company 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 the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Yesmail Com Inc)

Repurchase Option. (a) In the event the Director Purchaser ceases to be an employee, officer, director or consultant of or to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of DirectorPurchaser’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s repurchase option (see Section 34), 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 sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase the original purchase price equal to $0.00001 per share (the “Repurchase Price”). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the DirectorPurchaser’s executor (with a copy to the Escrow Holder (as defined in Section 6)) AND, at the Company’s option, by delivering to the Director Purchaser or the DirectorPurchaser’s executor a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Pawfect Foods Inc)

Repurchase Option. (a) In the event that the Director ceases to be an employee, officer, director Founder's employment with or consultant of or services to the Company (any such position constituting are terminated other than as a “Service Provider”) for any reason, except the termination result of Director’s position by the Company, or no reason (including death or disability) a Termination Event before all of the Shares are released from the Company’s repurchase option Repurchase Option of the Company (see as provided in Section 32), the Company shallshall have, upon the date of such termination (as reasonably fixed and determined by the Company) have ), an irrevocable, exclusive option (the "Repurchase Option") for a period of sixty ninety (6090) days from such date to repurchase up to that number all or any portion of shares which constitute the Unreleased Shares (as defined in Section 42) at a repurchase such time, at the original purchase price equal to $0.00001 per share (the "Repurchase Price"). Said option The Repurchase Option shall be exercised by the Company by delivering written notice to the Director Founder or the Director’s Founder's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Founder or the Director’s Founder's executor with such notice of a check in the amount of the aggregate Repurchase Price for the Shares being repurchased, (ii) by cancellation by the Company of an amount of the Founder's indebtedness to the Company 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 the payment of the aggregate Repurchase Price in any of the ways as described above, 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 right to retain and transfer to its own name the number of Shares being repurchased by the Company.. A "

Appears in 1 contract

Samples: Founder's Agreement (Combinatorx, Inc)

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Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser's employment by or consultant of or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 35), 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 sixty (60) 90 days from such date to repurchase up to all (but not less than all) of the Shares that number of shares which shall constitute the Unreleased Shares (as defined in Section 4) at a repurchase such time, at the original purchase price equal to of $0.00001 5.00 per share (the "Repurchase Price"). Said Such option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company 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 the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Zapme Corp)

Repurchase Option. (a) In Subject to the provisions of Section 3, below, in the event the Director ceases to be Purchaser's continuous status as an employee, officer, director or consultant of or to the Company (any such position constituting a “Service Provider”) employee terminates for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 3), 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 sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 43) at a repurchase the original purchase price equal to $0.00001 per share (the "Repurchase Price"). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 65)) AND, at the Company’s 's option, (i) by delivering to the Director Purchaser or the Director’s Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Egroups Inc)

Repurchase Option. (aof the Shares shall initially be Unvested Shares, and shall only become Vested Shares in accordance with the provisions of Section 3(b) hereof. In the event the Director ceases to be an employee, officer, director of (A) Purchaser’s voluntary or consultant involuntary Termination of or to Service of with the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability), with or without cause; or (B) before all upon an involuntary transfer of Shares contemplated pursuant to Section 3(e) hereof, the Company, or its assignee(s), as determined by the Board of Directors of the Shares are released from Company (the Company’s repurchase option (see Section 3“Board”), the Company shall, shall upon the date of such termination (the “Termination Date”), or date of such involuntary transfer, as reasonably fixed the case may be, and determined by the Company) thereafter as herein contemplated, have an irrevocable, exclusive option for a period of sixty (60the “Repurchase Option”) days from such date to repurchase up (x) all or any portion of the Unvested Shares held by Purchaser as of the Termination Date; and, (y) in the event of an involuntary transfer, all or a portion of the Shares which are the subject of an involuntary transfer, in each case, at a per share price equal to that number of shares which constitute the Unreleased Shares Repurchase Option Purchase Price (as defined in Section 4) at a repurchase price equal to $0.00001 per share (the “Repurchase Price”10 below). Said option shall be exercised by Purchaser hereby acknowledges that the Company by delivering written notice to the Director has no obligation, either now or the Director’s executor (with a copy to the Escrow Holder (as defined in Section 6)) AND, at the Company’s option, by delivering to the Director or the Director’s executor a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in future, to repurchase any of the ways described aboveshares of Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the event that the Company repurchases Shares, the Company shall become repurchase price may be less than the legal price Purchaser originally paid and beneficial owner of that Purchaser bears any risk associated with the 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 Shares being repurchased by the Companypotential loss in value.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Tivic Health Systems, Inc.)

Repurchase Option. (a) 1.1 In the event the Director ceases to be an employee, officer, director or consultant of or to Stockholder's employment ("Continuous Status") with the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position is terminated by the Company, Stockholder voluntarily or no reason by the Company for "CAUSE" (including death or disabilityas defined below) before all of the Shares are released from the Company’s 's repurchase option (see Section 32), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) termination, have an irrevocable, exclusive option for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the "Unreleased Shares Shares" (as defined in Section 42) at a repurchase price equal to $0.00001 the Original Purchase Price per share (the "Repurchase Price"). Said Such option shall be exercised by the Company by delivering written notice to the Director or the Director’s executor (with a copy to the Escrow Holder (as defined in Section 6)) ANDStockholder and, at the Company’s 's option, (i) by delivering to the Director or the Director’s executor Stockholder a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Stockholder's indebtedness for borrowed money to the Company, if any, equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.and

Appears in 1 contract

Samples: Stock Restriction Agreement (Breakaway Solutions Inc)

Repurchase Option. (a) In the event of the Director ceases to be an employee, officer, director voluntary or consultant involuntary termination of the Purchaser's employment with or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see under Section 3)5, 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 sixty ninety (6090) days from such date to repurchase up to that number all or any portion of shares the Shares which constitute have not been released from the Unreleased Shares (as defined repurchase option described in this Section 4) 4 at a repurchase such time at the original purchase price equal to $0.00001 per share (the “Repurchase Price”$1.25). Said repurchase option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the aggregate Repurchase Pricerepurchase price for the 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 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 the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicode Inc)

Repurchase Option. (a) In the event of any voluntary or involuntary termination of the Director ceases to be an employee, officer, director Purchaser's employment by or consultant of or services to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 35), 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 sixty ninety (6090) days from such date to repurchase up to all (but not less than all) of the Shares that number of shares which shall constitute the Unreleased Shares (as defined in Section 45) at a repurchase such time, at the original purchase price equal to of $0.00001 5.00 per share (the "Repurchase Price"). Said Such option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering delivery to the Director Purchaser or the Director’s Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company 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 the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Zapme Corp)

Repurchase Option. (a) In the event the Director Purchaser ceases to be an employee, officer, director employee or consultant of or to the Company (any such position constituting a “Service Provider”) for any reason, except the termination of Director’s position by the Company, or no reason (including death or disability) before all of the Shares are released from the Company’s 's repurchase option (see Section 34), 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 sixty ninety (6090) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at a repurchase the original purchase price equal to $0.00001 per share (the "Repurchase Price"). Said option shall be exercised by the Company by delivering written notice to the Director Purchaser or the Director’s Purchaser's executor (with a copy to the Escrow Holder (as defined in Section 6)Holder) ANDand, at the Company’s 's option, (i) by delivering to the Director Purchaser or the Director’s Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate 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 interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name (or cancel) the number of Shares being repurchased by the Company.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Usweb Corp)

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