Repurchase Rights Clause Samples
The Repurchase Rights clause grants one party, typically the company, the option to buy back shares or assets from another party, such as an employee or investor, under specified conditions. This right often applies if the shareholder leaves the company, breaches an agreement, or upon certain triggering events, and usually sets out the price and process for the repurchase. Its core function is to give the company control over its ownership structure and prevent unwanted parties from holding equity, thereby protecting the company’s interests and ensuring stability.
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Repurchase Rights. In addition to, and not in lieu of, the restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below).
Repurchase Rights. Terminate On Completion of the Mergers............ 10
Repurchase Rights. 9.1 Following a Holder’s Termination of Relationship for any reason:
(a) The Company shall have the right, but not the obligation, to repurchase all or any portion of the Holder’s Initial Purchased Shares for the Fair Market Value of such Initial Purchased Shares as of the date of such repurchase.
(b) With respect to any shares of Common Stock acquired by a Holder pursuant to an Award (whether in connection with the grant or purchase of Restricted Stock or shares acquired upon the exercise of vested Options or the settlement of Restricted Stock Units) (“Award Shares”), the Company shall have the right, but not the obligation, to repurchase all or any portion of the Holder’s Award Shares for a repurchase price determined as follows:
(i) If the Holder was deemed a Good Leaver, all of the Holder’s Award Shares can be repurchased for their Fair Market Value as of the date of repurchase;
(ii) If the Holder was deemed a Medium Leaver, (A) 50% of the Holder’s Award Shares can be repurchased for their Fair Market Value as of the date of repurchase, and (B) 50% of the Holder’s Award Shares can be repurchased for the lesser of (x) the price paid by the Holder for such Award Shares or (y) the Fair Market Value of such Award Shares as of the date of repurchase; and
(iii) If the Holder was deemed a Bad Leaver, all of the Holder’s Award Shares can be repurchased for the lesser of (x) the price paid by the Holder for such Award Shares or (y) the Fair Market Value of such Award Shares as of the date of repurchase.
9.2 The Company or any of its subsidiaries may exercise its right to purchase such shares of Common Stock until (a) with respect to any shares of Common Stock that may be received by any Holder following such Holder’s Termination of Relationship upon exercise of any Options that are vested as of the date of the Holder’s Termination of Relationship, the seven (7) month anniversary of the date of exercise of such Options, (b) with respect to any shares of Common Stock otherwise issuable to any Holder pursuant to an Award, the later of (i) the seven (7) month anniversary of the date such shares first become vested pursuant to such Award or (ii) the 30th day following the date of the Holder’s Termination of Relationship or (c) with respect to any other shares of Common Stock, the 30th day following the date of the Holder’s Termination of Relationship (such date described in subsection (a), (b) or (c), as applicable, the “Repurchase Date”). On or before the Repurchas...
Repurchase Rights. Shares issued under this Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Administrator in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.
Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optio...
Repurchase Rights. In the event that the Employee's employment is terminated, then the Company shall have the right, but not the obligation, to repurchase all or a part of the Initial Stock then owned by the Employee at a price equal to fair market value, less any appropriate discounts for the restrictive nature of, and the minority interest represented by, the Initial Stock. In the event that the parties can not mutually agree on the fair market value of the Initial Stock, the value shall be determined by arbitration in accordance with the provisions of Section 12, except that the arbitrators shall each be qualified appraisers having at least ten years experience in valuing commercial businesses, similar in nature to that of the Company, in the metropolitan Washington D.C area, and the decision of the arbitrator(s) shall be final and conclusive on both parties.
Repurchase Rights. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.
Repurchase Rights. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.
Repurchase Rights. The Optionee hereby agrees that any Shares acquired upon the exercise of this Option shall be subject to the rights of the Company to repurchase such Shares and to certain restrictions on transfer specified in the Restricted Stock Agreement.
Repurchase Rights. In addition to, and not in lieu of, the restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the