Company Repurchase Option. The Company (or its nominee) may elect to purchase all or any portion of the Vested Units and/or the Unvested Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Holder’s Class C Units within 90 days after the date of a Termination Event (the “Repurchase Period”). The Repurchase Notice will set forth the number of Vested Units and/or Unvested Units to be acquired from each holder of the Holder’s Class C Units, the aggregate consideration to be paid for such Vested Units and/or Unvested Units and the time and place for the closing of the transaction. At any time prior to the closing of such transaction, the Company may rescind the Repurchase Notice for any reason (including for no reason at all) without liability to the holders of the Holder’s Class C Units. If the Holder has transferred any of the Holder’s Class C Units to a permitted transferee in accordance with Section 5(d), then the Holder’s Class C Units to be repurchased by the Company will first be satisfied to the extent possible from the Holder’s Class C Units that are held by the Holder at the time of delivery of the Repurchase Notice. If the number of Vested Units and/or Unvested Units then held by the Holder is less than the total number of Vested Units and/or Unvested Units that the Company has elected to purchase, then the Company will purchase the remaining Holder’s Class C Units to be purchased from such permitted transferees of the Holder’s Class C Units under this Agreement, pro rata according to the number of (i) if Vested Units are to be repurchased, the Vested Units and (ii) if Unvested Units are to be repurchased, the Unvested Units, in either case, held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole unit).
Company Repurchase Option. (i) The Company shall have the right to repurchase any shares of the Company’s common stock (“Common Stock”) acquired by the Executive during the one-year period preceding the Determination Date pursuant to either (A) the exercise of any stock option granted by the Company to the Executive (whether granted on, before or after the date of this Agreement) or (B) the vesting or payment of any restricted stock, restricted stock unit or other equity-based award granted by the Company under any Incentive Compensation Agreement or Plan to the Executive whether granted on, before or after the date of this Agreement) (the “Repurchase Right”). The per-share price of any such repurchase of shares by the Company shall be equal to the lesser of (x) the Fair Market Value of the Common Stock at the time the Company gives notice of its intention to repurchase such shares, or (y) the per-share price paid by the Executive for such shares in connection with such exercise or vesting or payment event. For purposes of this Agreement, “Fair Market Value” shall be determined in accordance with the Company’s 2003 Performance Incentive Plan as in effect on the Effective Date. For purposes of clarity, the repurchase price for such shares shall be zero if the Executive did not pay any cash amount to acquire such shares.
Company Repurchase Option. 6.6.1 At any time, the Manager may, in its sole discretion, cause the Company to repurchase some or all of the Class B Membership Units, Class C Membership Units and/or Class C-1 Membership Units held by the Members (the “Repurchase Right”) at the Repurchase Price determined pursuant to Section 6.7.
Company Repurchase Option. (a) If, prior to an IRR Release Date, a Termination Event occurs and the termination was by the Management Stockholder without Good Reason, the Company shall have an irrevocable option (the “Repurchase Option”) for a period of sixty (60) days (or such longer period as determined by the Board in good faith if the Board has retained an Independent Appraiser and such Independent Appraiser is proceeding to determine Fair Market Value, RESTRICTED STOCK AGREEMENT however, in such instance, no more than five (5) Business Days after such determination of Fair Market Value) from the effective date of such Termination Event to repurchase all or any portion of the Termination Non-Forfeitable Shares for a per share price equal to seventy percent (70%) (or ninety percent (90%) if the effective date of the Termination Event occurs following the sixth anniversary of the date hereof) of the Fair Market Value of the Termination Non-Forfeitable Shares (the “Repurchase Price”).
Company Repurchase Option. The shares of Common Stock issuable pursuant to this Warrant shall vest according to the following schedule (the “Vesting Schedule”):
Company Repurchase Option. 21 2.7 RIGHT OF CO-SALE......................................................................23 2.8 PROMPT PAYMENT OF TAXES, ETC..........................................................26 2.9 MAINTENANCE OF PROPERTIES AND LEASES..................................................26 2.10 INSURANCE.............................................................................26 2.11 KEY PERSON LIFE INSURANCE.............................................................26 2.12
Company Repurchase Option. (a) As provided in this Section 2.6, the Company or the Designee (as defined below) shall have an option to repurchase (the "Repurchase Option") all, but not fewer than all, Registrable Securities that a Shareholder proposes to sell, assign, pledge, encumber, transfer or otherwise dispose of for value (the "Offered Shares") to any party that (i) is in the business of manufacturing, distributing or selling any product or service which competes with any product or service of the Company, (ii) is in the business of manufacturing, distributing or selling any semiconductor test or measurement product or service to any party that manufactures semiconductors or integrated circuits, whether or not such semiconductor test or measurement product or service competes with any products or services of the Company, (iii) is in the business of manufacturing, distributing or selling semiconductors or integrated circuits, or (iv) is an affiliate of any of the foregoing unless the affiliate is a "qualified institutional buyer" as that term is defined in Rule 144A(a)(1) of the Securities Act.
Company Repurchase Option. 24 5.5 Legends ..................................................... 24
Company Repurchase Option. If the Company's obligations to the Holder -------------------------- under the Secured Term Note dated May 31, 2006 issued on the date hereof have been irrevocably repaid in full prior to May 31, 2007, upon ten (10) business days prior notice to Holder, the Company shall have the right to reduce the number of shares originally subject to this Warrant by 1,175,950 shares, such that the maximum number of shares that may be purchased upon exercise of this Warrant shall be reduced to 2,183,906 shares, in each case subject to adjustment pursuant to Section 4 hereof, by payment to the Holder of an amount equal to $100,000.
Company Repurchase Option. “(a) Except as provided for in Sections 1(c) and 6, in the event that Executive’s status as an employee of or service provider to the Company terminates for any reason or no reason, including death or disability, the Company shall, upon the effective date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any or all of the unvested Subject Shares (“Unvested Shares”) at price per share equal to the Original Purchase Price per share. The Company may exercise the Repurchase Option as to any or all of the Unvested Shares for a period of ninety (90) days following the Executive’s termination of his employment.”
