Repurchase Option Clause Example with 18 Variations from Business Contracts
This page contains Repurchase Option clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at a price per share (the "Repurchase Price") equal to the lower of (i) the per share price paid by the Purchaser for each such Share and (ii) t...he Fair Market Value of a Share on the date the Company delivers the Repurchase Notice (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, (i) by delivering to the Purchaser (or the Purchaser's transferee or legal representative) a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement.View More
Variations of a "Repurchase Option" Clause from Business Contracts
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated A. Option. In the event the Purchaser ceases to be an employee, consultant, advisor, officer or director of the Company (a "Service Provider") for any or no reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all including, without limitation, by reason of the Purchaser's Unves...ted Shares as death or disability (as defined in Section 22(e)(3) of the date Internal Revenue Code of 1986, as amended (the "Code"), "Disability"), resignation or involuntary termination, the Company shall, from such termination time (as determined by the Company in its discretion), have an irrevocable, exclusive option to repurchase (the "Repurchase Option") any Shares which have not yet been released from the Repurchase Option (the "Unreleased Shares"), at a price per share (the "Repurchase Price") equal to the lower lesser of (i) (x) the per share price paid fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Purchaser for each such Share Company's board of directors and (ii) (y) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice Purchase Price (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Price"). The Company may exercise its Repurchase Option as to any or all of the Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific time) as of the date that is 60 days following the date the Purchaser ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time[; and provided, further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date in any case where such automatic exercise would result in a violation of applicable law by delivering personally reason of the Company having insufficient assets to meet its obligations or by registered mail, otherwise, including, without limitation, a violation of any provision of Sections 500 through 505 of the California Corporations Code and Section 160 of the Delaware General Corporation Law. The Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise]. B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser (or his in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or her transferee or legal representative, as deemed exercised, within 90 days of the case may be) date the Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the escrow agent described Escrow Agent (as defined in Section 2 below, a notice 8 hereof), by any of the following methods, in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, sole discretion: (i) by delivering to the Purchaser (or or the Purchaser's transferee or legal representative) executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a any combination of (i) and (ii) so such that the combined payment and cancellation of indebtedness equals such the aggregate Repurchase Price. Upon delivery of such notice C. Rights upon Exercise. In the event that the Repurchase Option is exercised or deemed exercised, the sole right and payment remedy of the aggregate Purchaser thereafter shall be to receive the Repurchase Price Price, and in no case shall the Purchaser have any claim of ownership as to any of the ways described above, the Unreleased Shares. D. Assignability. The Company shall become the legal and beneficial owner in its sole discretion may assign all or part of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right Repurchase Option to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement. organizations. View More
Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated for any reason, including for cause, death and Disability, the Company or its assignee shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Unreleased Shares as of the date of such termination on which Purchaser ceases to be a Service Provider at a price per share (the "Repurchas...e Price") equal to the lower of (i) the per share purchase price paid by the Purchaser for each such Share and (ii) Shares in connection with the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice Stock Purchase Rights (the "Repurchase Option"). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with be), within ninety (90) days of the date on which Purchaser ceases to be a copy to the escrow agent described in Section 2 below, Service Provider, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's option, (i) by delivering to office. At the Purchaser (or closing, the Purchaser's transferee or legal representative) a check in the amount holder of the aggregate Repurchase Price, or (ii) by certificates for the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Unreleased Shares being repurchased and transferred shall deliver the rights and interests therein stock certificate or relating thereto, certificates evidencing the Unreleased Shares, and the Company shall have deliver the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement. price therefor. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated A. Option. In the event the Purchaser ceases to be an employee, consultant, advisor, officer or director of the Company (a "Service Provider") for any or no reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all including, without limitation, by reason of the Purchaser's Unves...ted Shares as death or disability (as defined in Section 22(e)(3) of the date Internal Revenue Code of 1986, as amended (the "Code"), "Disability"), resignation or involuntary termination, the Company shall, from such termination time (as determined by the Company in its discretion), have an irrevocable, exclusive option to repurchase (the "Repurchase Option") any Shares which have not yet been released from the Repurchase Option (the "Unreleased Shares"), at a price per share (the "Repurchase Price") equal to the lower lesser of (i) (x) the per share price paid fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Purchaser for each such Share Company's board of directors and (ii) (y) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice Purchase Price (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Price"). The Company may exercise its Repurchase Option by delivering personally as to any or by registered mail, all of the Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the date the Purchaser (or his ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time. 2 B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or her transferee or legal representative, as deemed exercised, within 90 days of the case may be) date the Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the escrow agent described Escrow Agent (as defined in Section 2 below, a notice 8 hereof), by any of the following methods, in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, sole discretion: (i) by delivering to the Purchaser (or or the Purchaser's transferee or legal representative) executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a (in) any combination of (i) and (ii) so such that the combined payment and cancellation of indebtedness equals such the aggregate Repurchase Price. Upon delivery of such notice C. Rights upon Exercise. In the event that the Repurchase Option is exercised or deemed exercised, the sole right and payment remedy of the aggregate Purchaser thereafter shall be to receive the Repurchase Price Price, and in no case shall the Purchaser have any claim of ownership as to any of the ways described above, the Unreleased Shares. D. Assignability. The Company shall become the legal and beneficial owner in its sole discretion may assign all or part of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right Repurchase Option to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement. organizations. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated A. Option. In the event the Purchaser ceases to be an employee, consultant, advisor, officer or director of the Company (a "Service Provider") for any or no reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all including, without limitation, by reason of the Purchaser's Unves...ted Shares as death or disability (as defined in Section 22(e)(3) of the date Internal Revenue Code of 1986, as amended (the "Code"), "Disability"), resignation or involuntary termination, the Company shall, from such termination time (as determined by the Company in its discretion), have an irrevocable, exclusive option to repurchase (the "Repurchase Option") any Shares that have not yet been released from the Repurchase Option (the "Unreleased Shares"), at a price per share (the "Repurchase Price") equal to the lower lesser of (i) (x) the per share price paid fair market value of the shares at the time the Repurchase Option is exercised, as determined by the Purchaser for each such Share Company's board of directors and (ii) (y) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice Purchase Price (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Price"). The Company may exercise its Repurchase Option by delivering personally as to any or by registered mail, all of the Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Eastern time) as of the date that is 60 days following the date the Purchaser (or his ceases to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option prior to such time. B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the Purchaser in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If the Repurchase Option is exercised or her transferee or legal representative, as deemed exercised, within 90 days of the case may be) date the Purchaser ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to the escrow agent described Escrow Agent (as defined in Section 2 below, a notice 8 hereof), by any of the following methods, in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, sole discretion: (i) by delivering to the Purchaser (or or the Purchaser's transferee or legal representative) executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, Price or (iii) by a any combination of (i) and (ii) so such that the combined payment and cancellation of indebtedness equals such the aggregate Repurchase Price. Upon delivery of such notice C. Rights upon Exercise. In the event that the Repurchase Option is exercised or deemed exercised, the sole right and payment remedy of the aggregate Purchaser thereafter shall be to receive the Repurchase Price Price, and in no case shall the Purchaser have any claim of ownership as to any of the ways described above, the Unreleased Shares. D. Assignability. The Company shall become the legal and beneficial owner in its sole discretion may assign all or part of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right Repurchase Option to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement. organizations. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider an Employee, Consultant or director, as applicable, is terminated for any or no reason, including for cause or without cause, death and Disability, or disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all or any portion of the Purchaser's Unvested Then-Unvested Shares (as defined below) as of the date of such termination... at a price per share (the "Repurchase Price") equal to the lower of (i) the per share original exercise price paid by the Purchaser for each such Share and (ii) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice Shares (the "Repurchase Option"). Option"), which repurchase price may be paid in cash, by cancellation of indebtedness under the Note, or a combination. The term "Then-Unvested Shares" as used herein shall mean that portion of the Unvested Shares that remain unvested on such termination date in accordance with the vesting provisions set forth in the Option Agreement. (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to be), within ninety (90) days of the escrow agent described in Section 2 below, termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's option, (i) by delivering to office. At the Purchaser (or closing, the Purchaser's transferee or legal representative) a check in the amount holder of the aggregate Repurchase Price, or (ii) by certificates for the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Then-Unvested Shares being repurchased and transferred shall deliver the rights and interests therein stock certificate or relating thereto, certificates evidencing the Then-Unvested Shares, and the Company shall have deliver the right purchase price therefor. (c) At its option, the Company may elect to retain and transfer make payment for the Then-Unvested Shares to its own name the number of Unvested Shares being repurchased a bank selected by the Company. (c) Whenever the The Company shall have avail itself of this option by a notice in writing to Purchaser stating the right to repurchase Unvested Shares hereunder, the Company may designate name and assign one or more employees, officers, directors or stockholders address of the Company or other persons or organizations to exercise all or a part bank, date of closing, and waiving the closing at the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser giving the requisite Repurchase Notice notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Optionee's Option Agreement. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for death cause, death, and Disability, disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at a price per share (the "Repurchase Price") equal to the lower lesser of (i) the per share price originally paid by ...the Purchaser for each such Share and (ii) Shares or the Fair Market Value (as defined in the Company's 1999 Stock Plan) per Share as of a Share on the date of repurchase, in each case as adjusted for stock splits, stock dividends and similar events having occurred since the Company delivers grant date of the Repurchase Notice Option (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to be), within ninety (90) days of the escrow agent described in Section 2 below, termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's option, (i) by delivering to office. At the Purchaser (or closing, the Purchaser's transferee or legal representative) a check in the amount holder of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of certificates for the Unvested Shares being repurchased and transferred shall deliver the rights and interests therein stock certificate or relating thereto, certificates evidencing the Unvested Shares, and the Company shall have deliver the right purchase price therefor. (c) At its option, the Company may elect to retain and transfer to its own name make payment for the number of Unvested Shares being repurchased to a bank selected by the Company. (c) Whenever the The Company shall have avail itself of this option by a notice in writing to Purchaser stating the right to repurchase Unvested Shares hereunder, the Company may designate name and assign one or more employees, officers, directors or stockholders address of the Company or other persons or organizations to exercise all or a part bank, date of closing, and waiving the closing at the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser giving the requisite Repurchase Notice notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Purchaser's Optionee's Option Agreement. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any reason, including for death and Disability, or no reason before all of the Shares are released from the Company's Repurchase Option (as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the right and ...option obligation, for a period of ninety (90) days from such date to purchase from Purchaser, repurchase all or Purchaser's personal representative, as the case may be, all any portion of the Purchaser's Unvested Unreleased Shares as of the date of (as defined below in Section 3) at such termination time (the "Repurchase Option") at a purchase price of $0.0001 per share (the "Repurchase Price") Price"). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser's executor and shall be exercisable by delivery to the Purchaser or the Purchaser's executor of cash, check or wire transfer in an amount equal to the lower Repurchase Price times the number of (i) the per share price paid by the Purchaser for each such Share and (ii) the Fair Market Value of a Share on the date the Company delivers the Shares to be repurchased (the "Aggregate Repurchase Notice (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, (i) by delivering to the Purchaser (or the Purchaser's transferee or legal representative) a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Price"). Upon delivery of such notice and the payment of the aggregate Aggregate Repurchase Price in any of the ways described above, Price, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate set forth in accordance with this Section 2 may be assigned by the vesting schedule contained Company in Purchaser's Option Agreement. whole or in part in its sole and unfettered discretion. View More
Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any reason, including for death and Disability, or no reason before all of the Shares are released from the Company's Repurchase Option (as defined below), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the right and ...option obligation, for a period of ninety (90) days from such date to purchase from Purchaser, repurchase all or Purchaser's personal representative, as the case may be, all any portion of the Purchaser's Unvested Unreleased Shares as of (as defined below in Section 4) at such time (the "Repurchase Option") at the date of such termination at a original purchase price per share (the "Repurchase Price") Price"). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser's executor and shall be exercisable by delivery to the Purchaser or the Purchaser's executor of cash, check or wire transfer in an amount equal to the lower Repurchase Price times the number of (i) the per share price paid by the Purchaser for each such Share and (ii) the Fair Market Value of a Share on the date the Company delivers the Shares to be repurchased (the "Aggregate Repurchase Notice (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") AND, at the Company's option, (i) by delivering to the Purchaser (or the Purchaser's transferee or legal representative) a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Price"). Upon delivery of such notice and the payment of the aggregate Aggregate Repurchase Price in any of the ways described above, Price, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. (d) If the Company does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser the requisite Repurchase Notice within ninety (90) days following the Purchaser's termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate set forth in accordance with this Section 3 may be assigned by the vesting schedule contained Company in Purchaser's Option Agreement. whole or in part in its sole and unfettered discretion. View More
Repurchase Option. (a) If Purchaser's In the event Participant's continuous status as a Service Provider is terminated terminates for any reason, including for or no reason (including death and Disability, or Disability), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have the right and an irrevocable, exclusive option for a period of ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as repurchase up ...to that number of Shares which constitute the case may be, all Unreleased Shares (as defined in Part I of this Agreement) at the Purchaser's Unvested Shares as of the date of such termination at a price Purchase Price per share (the "Repurchase Price") equal to the lower of (i) the per share price paid by the Purchaser for each such Share and (ii) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice (the "Repurchase Option"). (b) Upon the occurrence of such termination, The Repurchase Option shall be exercised by the Company may exercise its Repurchase Option by delivering personally written notice to Participant or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with Participant's executor (with a copy to the escrow agent described Escrow Holder (as defined in Section 2 below, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") 11)) AND, at the Company's option, (i) by delivering to the Purchaser (or the Purchaser's transferee Participant or legal representative) Participant's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's Participant's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such -4- notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Unreleased Shares being repurchased and the all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Unreleased Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and to purchase all or a part of the Unreleased Shares. If the Fair Market Value of the Unreleased Shares to be repurchased on the date of such Unvested Shares. designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased. (d) If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser giving the requisite Repurchase Notice notice within ninety (90) days following the Purchaser's termination, Participant's termination as a Service Provider, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement.View More
Repurchase Option. (a) If Purchaser's In the event Participant's continuous status as a Service Provider is terminated terminates for any reason, including for or no reason (including death and Disability, or Disability), the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the Company), have the right and an irrevocable, exclusive option for a period of ninety (90) days from such date to purchase from Purchaser, or Purchaser's personal representative, as repurchase up ...to that number of Shares which constitute the case may be, all Unreleased Shares (as defined in Part I of this Agreement) at the Purchaser's Unvested Shares as of the date of such termination at a price Purchase Price per share (the "Repurchase Price") equal to the lower of (i) the per share price paid by the Purchaser for each such Share and (ii) the Fair Market Value of a Share on the date the Company delivers the Repurchase Notice (the "Repurchase Option"). (b) Upon the occurrence of such termination, The Repurchase Option shall be exercised by the Company may exercise its Repurchase Option by delivering personally written notice to Participant or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with Participant's executor (with a copy to the escrow agent described Escrow Holder (as defined in Section 2 below, a notice in writing indicating the Company's intention to exercise the Repurchase Option (the "Repurchase Notice") 11)) AND, at the Company's option, (i) by delivering to the Purchaser (or the Purchaser's transferee Participant or legal representative) Participant's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser's Participant's indebtedness to the Company equal to the aggregate Repurchase Price, or -5- (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Unreleased Shares being repurchased and the all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Unreleased Shares being repurchased by the Company. (c) Whenever the Company shall have the right to repurchase Unvested the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders shareholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option under this Agreement and to purchase all or a part of the Unreleased Shares. If the Fair Market Value of the Unreleased Shares to be repurchased on the date of such Unvested Shares. designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased. (d) If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by delivering to the Purchaser giving the requisite Repurchase Notice notice within ninety (90) days following the Purchaser's termination, Participant's termination as a Service Provider, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser's Option Agreement.View More
