Common use of Right to Repurchase Shares Clause in Contracts

Right to Repurchase Shares. The Company shall have the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any of the following events occurs (the date of such event, a “Trigger Date”): (i) your termination of employment or service from the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to the terms of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year from the delivery of such promissory note, (ii) interest on the unpaid principal amount shall accrue at an annual rate equal to the prime interest rate interest charged by the principal bank with which the Company conducts business as determined on the date the promissory note is issued, and shall be payable together with and in addition to each principal payment, and (iii) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein by the Company, you shall take all actions necessary, and execute all related documents specified by the Company as being reasonably necessary to consummate the sale of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereof.

Right to Repurchase Shares. The Company shall have In the right (the “Purchase Right”), but not the obligation, to purchase any Shares acquired upon exercise of this Option if any event all of the following events occurs (principal and interest due on each of the date of such event, a “Trigger Date”): (i) your termination of employment or service from Notes and the Company and its affiliates by the Company for Cause (defined hereafter) or your resignation without Good Reason (defined hereafter), or (ii) the issuance of any Shares following your termination of employment or service from the Company and its affiliates pursuant to Revolving Credit Note has been duly paid in accordance with the terms thereof and the Notes and the Revolving Credit Note are retired, then for a period of this Option, such as upon the exercise of the Option following termination of employment or services for Cause or without Good Reason. The purchase price for the Shares subject to such Purchase Right shall be the fair market value of the Shares on the applicable Trigger Date. The Company may exercise its Purchase Right by giving written notice thereof to you within thirty (30) days after the Trigger Date (the thirty (30) day period in each case, the “Call Period”) of the number of Shares with respect to which the Purchase Right is being exercised. The Company shall promptly determine the Purchase Price for the Shares subject to the Purchase Right and shall notify you of such determination. The Company may elect to pay all or any portion of such Purchase Price in cash; provided that if the Company does not elect to pay the entire Purchase Price in cash, the Company shall, at a minimum, pay at least ten percent (10%) of the Purchase Price in cash, and shall deliver a promissory note with a principal amount equal to the remainder of the Purchase Price, which promissory note shall provide that: (i) the principal shall be paid in no more than five (5) equal annual installments commencing one (1) year commencing on April 20, 1991, Shattow, Tyer, Cooper, and Xxxxxx (collectively the "Employees", and individually an "Employee") and the Company may elect if they are then employees of the Company to purchase from the delivery then holders of outstanding Shares and such promissory noteholders shall thereupon become obligated to sell to Employees and the Company on demand that number of Shares such that immediately following such sale the aggregate number of Shares owned by such holders shall constitute 30% of the issued and outstanding shares of Common Stock (including shares of Common Stock issuable upon the exercise or conversion of the then issued and outstanding warrants, options, or other subscription or purchase rights or convertible securities) of the Company. (iiThe number of Shares available for purchase under this Section 8 shall herinafter be referred to as the "Repurchase Shares.") interest on The Employees shall have the unpaid principal amount first right to purchase all or any part of the Repurchase Shares. The Company, subject to the prior right of the Employees, shall accrue at an annual rate have the right to purchase that number of Repurchase Shares as shall be equal to the prime interest rate interest charged Repurchase shares not purchased by the principal bank with which Employees. The aggregate purchase price for such Repurchase Shares shall be equal to the greater of $100,000 or the aggregate book value of such Repurchase Shares on said date. Each Employee and the Company conducts business as determined on may elect to so purchase the Repurchase Shares by delivering to such holders a written demand to sell the Repurchase Shares to him/it. Payment of the purchase price by said Employee(s) and the Company for the Repurchase Shares shall be paid within fifteen (15) days after the date of said demand, against surrender by holders thereof of share certificates evidencing the promissory note is issued, and shall be payable together with and in addition Repurchase Shares duly endorsed for transfer to each principal payment, and (iiisaid Employee(s) the Company shall have the right, without penalty, to prepay all or any portion of the principal and accrued interest owing thereunder at any time. Upon the delivery of the payment and/or the promissory note described herein Company. The right of said Employees under this Section 8 may be exercised by the Company, you shall take all actions necessary, and execute all related documents specified Employees jointly or by the Company as being reasonably necessary to consummate the sale any of the Shares to the Company, and, by accepting this Option, you appoint the Company’s Secretary as your true and lawful attorney-in-fact to exercise and deliver all such instruments, documents and writings, and to take all such actions as shall be required to consummate the sale of the Shares to the Company as contemplated in this Section. Such power is a special Power of Attorney coupled with an interest, is irrevocable, and shall run with the shares to any subsequent owners thereofthem acting individually.