12. RIGHT OF PURCHASE.
(a) Subject to the Repurchase Limitation in Section 10(f) of the Plan, the Company will have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.
(b) In addition, the Company will have the right to repurchase all or any part of the shares of Common Stock received pursuant to the exercise of your option (a Repurchase Right), prior to the Listing Date as defined in the Plan, on the terms and conditions below.
(c) The Company may elect (but is not obligated), prior to the Listing Date as defined in the Plan, to repurchase all or any part of the vested and unvested shares of Common Stock you received pursuant to this option. If, from time to time, there is any dividend, split or other change in the character or amount of any of the outstanding shares of Common Stock of the Company which are subject to the provisions of this option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership or the shares of Common Stock acquired upon exercise of this option will be immediately subject to this Repurchase Right with the same force and effect as the shares of Common Stock subject to this Repurchase Right immediately before such event.
(d) 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.