Common use of Exercise of Repurchase Option Clause in Contracts

Exercise of Repurchase Option. The Repurchase Option shall be exercised by written notice by the Company to Recipient or his or her executor and, at the Company's option, (i) by delivery to the Recipient or his or her executor, with such notice, of a check in the amount of the original Purchase Price for the Non-Vested Stock being repurchased (the "Repurchase Amount"), or (ii) in the event the Recipient is indebted to the Company for all or a portion of the Repurchase Amount, by cancellation by the Company of an amount of such purchase money indebtedness equal to the Repurchase Amount for the Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Amount. Upon delivery by the Company of such notice and payment of the Repurchase Amount in any of the ways described above, the Company shall become the legal and beneficial owner of the Non-Vested Stock 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 of Stock being repurchased by the Company, without further action by Recipient.

Appears in 11 contracts

Samples: Security Agreement (Skillsoft Corp), Agreement (Skillsoft Public Limited Co), Security Agreement (Skillsoft Public Limited Co)

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Exercise of Repurchase Option. The Upon the occurrence of a Termination Event, the Repurchase Option Options shall automatically, and without the requirement of any action by the Company or the Purchaser, be deemed to be exercised by written notice by the Company to Recipient or his or her executor and, at the fullest extent permitted hereunder and all unvested shares of Stock shall thereby be automatically transferred to the Company's option, (i) by delivery unless, in each such case, the Company shall, prior to the Recipient or his or her executoroccurrence of such Termination Event, with such notice, of a check in the amount deliver written notice signed by an officer of the original Purchase Price Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 15(a) stating that the Company has elected to waive its Repurchase Option either in whole or in part. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option at any time within one year of repurchase in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any note given in payment for the Non-Vested Stock being repurchased (the "Repurchase Amount"Stock), or (ii) in the event the Recipient is indebted to the Company for all or a portion of the Repurchase Amount, by cancellation by the Company of an amount of such purchase money indebtedness equal to the Repurchase Amount for the Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Amountboth. Upon delivery by the Company of such notice and payment exercise of the Repurchase Amount Option by the Company, whether automatic in any accordance with the first sentence of the ways described abovethis Section 3 or otherwise, the Company shall become the legal and beneficial owner of the Non-Vested Stock 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 of Stock being repurchased by the Company, without further action by RecipientPurchaser.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Longwood Fund II, L.P.)

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