Repurchase by Company. The Company may elect to purchase all or any portion of the Unvested Option Shares by delivery of written notice (the "Repurchase Notice") to you or any other holders of the Option Shares within 120 days after the Termination Date. The Repurchase Notice shall set forth the number of Option Shares to be acquired from you and such other holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of Option Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Option Shares held by you at the time of delivery of the Repurchase Notice. If the number of Option Shares then held by you is less than the total number of Option Shares the Company has elected to purchase, then the Company shall purchase the remaining shares elected to be purchased from the other holders thereof, pro rata according to the number of shares held by each such holder at the time of delivery of such Repurchase Notice (determined as close as practical to the nearest whole shares).
Repurchase by Company. The Company may elect to purchase all or any portion of the Option Shares by delivery of written notice (the “Repurchase Notice”) to you or any other holders of the Option Shares within 15 days after the later of (i) six months following the last exercise of your Option and (ii) the applicable expiration date of your Option pursuant to paragraph 4(b). The Repurchase Notice shall set forth the number of Option Shares to be acquired from you and such other holder(s), the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of Option Shares to be repurchased by the Company shall first be satisfied, to the extent possible, from the Option Shares held by you at the time of delivery of the Repurchase Notice. If the number of Option Shares then held by you is less than the total number of Option Shares the Company has elected to purchase, then the Company shall purchase the remaining shares elected to be purchased from the other holders thereof, pro rata according to the number of shares held by each such holder at the time of delivery of such Repurchase Notice (determined as close as practical to the nearest whole share).
Repurchase by Company. The Company may elect to purchase all or ----------------------- any portion of the Option Shares by delivery of written notice (the "Repurchase ---------- Notice") to you or any other holders of the Option Shares within 45 business ------ days after your Termina-tion Date (the "Company Election Period"). The --- ------------------------- Repurchase Notice shall set forth the number of Option Shares to be acquired --- from you (or upon your death, from other holder(s)), the aggregate consideration --- to be paid for such shares and the time and place for the closing of the transaction. If, following your death, Option Shares are held by more than one person, the Company shall purchase the shares elected to be purchased from the holders thereof, pro rata according to the number of shares held by each such holder at the time of delivery of such Repurchase Notice (determined as close as practical to the nearest whole shares).
Repurchase by Company. If the Board determines, in its sole discretion, at any time in the future that it is likely that within nine months the securities of the Company will be held of record by a number of persons that would require the Company to register a class of its equity securities under the Securities Exchange Act of 1934, as amended, as required by Section 12(g) of such act, the Company shall have the option to repurchase the Series A Preferred Stock (or underlying Common Stock) from a holder for the greater of: (i) the original purchase price and (ii) the fair market value of the Series A Preferred Stock (or the underlying Common Stock) as determined by an independent appraiser of securities chosen by the Board of Directors in its sole discretion and paid by the Company. This repurchase option terminates upon the closing date of the IPO. Nothing in this Certificate of Designation precludes the Company from repurchasing the Series A Preferred Stock at any other time in the sole discretion of the Board.
Repurchase by Company. If the Participant’s Employment is terminated by reason of Cause, in the event the Board determines that the Participant has not complied with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or in the event the Board determines that the Participant has engaged in Competitive Activity during Employment or the one year period following termination of the Participant’s Employment, the Company may repurchase from the Participant the Shares received by the Participant under this Award and then held by the Participant without consideration. If the Participant no longer holds the Shares, the Board may require the Participant remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Shares under this Award, (2) any consideration received upon the exchange of any Shares under this Award (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (3) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.
Repurchase by Company. If the Optionee’s employment is terminated by reason of Cause or in the event the Board determines that the Optionee has not complied with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity during Employment or the one year period following termination of the Optionee’s Employment, the Company may repurchase from the Optionee the Shares received by the Optionee upon exercise of the Options and then held by the Optionee for a purchase price equal to the lower of fair market value or the aggregate exercise price of the Options. If the Optionee no longer holds the Shares, the Board may require that the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Shares received pursuant to the Options, and (2) any consideration received upon the exchange of any Shares received pursuant to the Options (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (3) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.
Repurchase by Company. If the Optionee’s employment is terminated by reason of Cause or in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, the Company may repurchase from the Optionee the Shares received by the Optionee upon exercise of the Options and then held by the Optionee for a purchase price equal to the lower of fair market value or the aggregate exercise price of the Options. If the Optionee no longer holds the Shares, the Board may require that the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Shares received pursuant to the Options, and (2) any consideration received upon the exchange of any Shares received pursuant to the Options (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (3) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.
Repurchase by Company. If the Participant’s Service is terminated by reason of Cause, the Company may repurchase from the Participant the Shares received by the Participant under this Award and then held by the Participant without consideration. If the Participant no longer holds the Shares, the Board may require that the Participant remit or deliver to the Company (a) the amount of any gain realized upon the sale of any Shares under this Award, (b) any consideration received upon the exchange of any Shares under this Award (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (c) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.
Repurchase by Company. If Optionee’s employment with the Company or its Subsidiary or Affiliate is terminated prior to the Company’s becoming Publicly Traded, the Company may repurchase any or all shares of Common Stock which have been issued to Optionee pursuant to this Agreement (i) at the Fair Market Value of such shares on the date of such termination if such termination is not for Cause, or (ii) if such termination is for Cause, at the lesser of: (A) the Fair Market Value of such shares on the date of such termination or (B) the price Optionee paid for the shares (subject to any adjustment as provided in Section 10 of the Plan). If the Company chooses to exercise its right to repurchase under this Section 10, it shall send Optionee written notice of its intent to do so no more than 30 days after such termination. If after Optionee’s employment with the Company or its Subsidiary or Affiliate terminates, Optionee and/or his or her beneficiary acquires additional shares of Common Stock pursuant to an exercise under this Agreement prior to the Company’s becoming Publicly Traded, the Company may repurchase any or all shares of Common Stock so acquired at the Fair Market Value of such shares on the date of exercise, by providing written notice of its intent to do so within 30 days of such exercise.
Repurchase by Company. Notwithstanding any other provision herein, --------------------- the parties agree that the provisions of this Agreement shall not apply to (i) the repurchase by the Company, on or before October 31, 1994, of up to 725,960 Shares held by Xxxxxxx or (ii) the transfer by Xxxxxxx, on or before October 31, 1994, of up to 154,000 Shares held by Xxxxxxx, to a non-profit organization.
