(c) The Companys Repurchase Right will be exercisable only within the ninety (90) day period following a Repurchase Event, or such longer period as may be required to avoid a charge to earnings for financial accounting purposes or as otherwise agreed to by the Company and you (Repurchase Period). Each of the following events will constitute a Repurchase Event:
(i) Termination of your Continuous Service for any reason or no reason, with or without cause, including death or Disability, in which event the Repurchase Period will commence on the date of termination of your Continuous Service (or in the case of a post-termination exercise of this option, the date of such exercise).
(ii) You, your legal representative, or other holder of shares of Common Stock acquired upon exercise of this option attempts to sell, exchange, transfer, pledge, or otherwise dispose of any of the shares of Common Stock without compliance with the right of first refusal provisions contained in the Companys bylaws, if applicable, in which event the Repurchase Period will commence on the date the Company receives actual notice of such attempted sale, exchange, transfer, pledge or other disposition.
(iii) The receivership, bankruptcy, or other creditors proceeding regarding you or the taking of any of the shares of Common Stock by legal process, such as a levy of execution, in which event the Repurchase Period will commence on the date the Company receives actual notice of the commencement of pendency of the receivership, bankruptcy or other creditors proceeding or the date of such taking, as the case may be, and the Fair Market Value of the shares of Common Stock will be determined as of the last day of the month preceding the month in which the proceeding involved commenced or the taking occurred.
(d) The Company will not exercise its Repurchase Right for less than all of the shares of Common Stock without your consent, will exercise its Repurchase Right only for cash or cancellation of purchase money indebtedness for the shares of Common Stock and will give you written notice (accompanied by payment for the shares of Common Stock) within ninety (90) calendar days after the later of the Repurchase Event or a proper purchase of shares of Common Stock following such Repurchase Event (including after any extension of the Repurchase Period to avoid a charge to earnings for financial accounting purposes).
(e) The repurchase price for vested shares of Common Stock will be equal to the Fair Market Value at the time of the Repurchase Event. The Company may repurchase unvested shares of Common Stock at a price equal to the lesser of the Fair Market Value or your exercise price for such shares of Common Stock as indicated on the Option Grant Notice.
(f) To ensure that the shares of Common Stock subject to the Companys Repurchase Right will be available for repurchase, the Company may require you to deposit the certificate evidencing the shares of Common Stock that you purchase upon exercise of this option with an agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of exercise of this option, the Company reserves the right at any time to require you to so deposit the certificate in escrow. As soon as practicable after the expiration of this Repurchase Right, the agent will deliver to you the shares of Common Stock and any other property no longer subject to such