Repurchase Right Contract Clauses (84)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Repurchase Right clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Repurchase Right. If the provisions of an Award Agreement grant to the Company the right to repurchase Shares upon termination of the Grantee's Continuous Service, the Award Agreement shall (or may, with respect to Awards granted or issued to Officers, Directors or Consultants) provide that: (a) the right to repurchase must be exercised, if at all, within ninety (90) days of the termination of the Grantee's Continuous Service (or in the case of Shares issued upon exercise of Awards after the date of termination o...f the Grantee's Continuous Service, within ninety (90) days after the date of the Award exercise); 13 (b) the consideration payable for the Shares upon exercise of such repurchase right shall be made in cash or by cancellation of purchase money indebtedness within the ninety (90) day periods specified in Section 12(a); (c) the amount of such consideration shall (i) be equal to the original purchase price paid by Grantee for each such Share; provided, that the right to repurchase such Shares at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the Shares subject to the Award per year over five (5) years from the date the Award is granted (without respect to the date the Award was exercised or became exercisable), and (ii) with respect to Shares, other than Shares subject to repurchase at the original purchase price pursuant to clause (i) above, not less than the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; and (d) the right to repurchase Shares, other than the right to repurchase Shares at the original purchase price pursuant to clause (i) of Section 12(c), shall terminate on the Registration Date. View More
Found in SelectQuote, Inc. contract
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Repurchase Right. If the provisions of an Award Agreement grant to the Company the right to repurchase Shares upon termination of the Grantee's Continuous Service, then, except in the case where the Plan complies with all applicable conditions of Rule 701, the Award Agreement shall (or may, with respect to Awards granted or issued to Officers, Directors or Consultants) provide that: (a) the right to repurchase must be exercised, if at all, within ninety (90) days of the termination of the Grantee's Continuous Ser...vice (or in the case of Shares issued upon exercise of Awards after the date of termination of the Grantee's Continuous Service, within ninety (90) days after the date of the Award exercise); 13 (b) the consideration payable for the Shares upon exercise of such repurchase right shall be made in cash or by cancellation of purchase money indebtedness within the ninety (90) day periods specified in Section 12(a); 16 Lectrefy Inc. (c) the amount of such consideration shall (i) be equal to the original purchase price paid by Grantee for each such Share; Share or the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; provided, that the right to repurchase if such Shares may be repurchased at the original purchase price price, such repurchase right shall lapse at the rate of at least twenty percent (20%) of the Shares subject to the Award per year over five (5) years from the date the Award is granted (without respect to the date the Award was exercised or became exercisable), and (ii) with respect to Shares, other than Shares subject to repurchase at the original purchase price pursuant to clause (i) above, not less than the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; exercisable); and (d) the right to repurchase Shares, other than the a right to repurchase under which Shares may be repurchased at the original purchase price pursuant to clause (i) of Section 12(c), price, shall terminate on the Registration Date. View More
Found in Alfi, Inc. contract
Repurchase Right. If the provisions of an Award Agreement grant to the Company the right to repurchase Shares upon termination of the Grantee's Continuous Service, the Award Agreement shall (or may, with respect to Awards granted or issued to Officers, Directors or Consultants) provide that: (a) the right to repurchase must be exercised, if at all, within ninety (90) days six (6) months of the termination of the Grantee's Continuous Service (or in the case of Shares issued upon exercise of Awards after the date o...f termination of the Grantee's Continuous Service, within ninety (90) days six (6) months after the date of the Award exercise); 13 (b) the consideration payable for the Shares upon exercise of such repurchase right shall be made in cash or by cancellation of purchase money indebtedness within the ninety (90) day six (6) month periods specified in Section 12(a); 16 (c) the amount of such consideration shall (i) be equal to the original purchase price paid by Grantee for each such Share; provided, that the right to repurchase such Shares at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the Shares subject to the Award per year over five (5) years from the date the Award is granted (without respect to the date the Award was exercised Share or became exercisable), and (ii) with respect to Shares, other than Shares subject to repurchase at the original purchase price pursuant to clause (i) above, not less than the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; and (d) the right to repurchase Shares, other than the a right to repurchase under which Shares may be repurchased at the original purchase price pursuant to clause (i) of Section 12(c), price, shall terminate on the Registration Date. View More
Found in ARDELYX, INC. contract
Repurchase Right. If the provisions of an Award Agreement grant to the Company the right to repurchase Shares upon termination of the Grantee's Continuous Service, then, except in the case where the Plan complies with the California 25102(o) Exemption and all applicable conditions of Rule 701, the Award Agreement shall (or may, with respect to Awards granted or issued to Officers, Directors or Consultants) provide that: (a) the right to repurchase must be exercised, if at all, within ninety (90) days of the termi...nation of the Grantee's Continuous Service (or in the case of Shares issued upon 16 Home Brew Mart, Inc. exercise of Awards after the date of termination of the Grantee's Continuous Service, within ninety (90) days after the date of the Award exercise); 13 (b) the consideration payable for the Shares upon exercise of such repurchase right shall be made in cash or by cancellation of purchase money indebtedness within the ninety (90) day periods specified in Section 12(a); (c) the amount of such consideration shall (i) be equal to the original purchase price paid by Grantee for each such Share; Share or the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; provided, that the right to repurchase if such Shares may be repurchased at the original purchase price price, such repurchase right shall lapse at the rate of at least twenty percent (20%) of the Shares subject to the Award per year over five (5) years from the date the Award is granted (without respect to the date the Award was exercised or became exercisable), and (ii) with respect to Shares, other than Shares subject to repurchase at the original purchase price pursuant to clause (i) above, not less than the Fair Market Value of the Shares to be repurchased on the date of termination of Grantee's Continuous Service; exercisable); and (d) the right to repurchase Shares, other than the a right to repurchase under which Shares may be repurchased at the original purchase price pursuant to clause (i) of Section 12(c), price, shall terminate on the Registration Date. View More
Found in Ballast Point Brewing & Spirits, Inc. contract
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Repurchase Right. (a) Repurchase. Upon the occurrence of a Termination Event or the Bankruptcy of the Grantee, the Company or its assigns shall have the right and option to repurchase all or any portion of the Shares held by the Grantee or any Permitted Transferee as of the date of such Termination Event or Bankruptcy. In addition, upon the Bankruptcy of any of 4 the Grantee's Permitted Transferees, the Company or its assigns shall have the right and option to repurchase all or any portion of the Shares held by s...uch Permitted Transferee as of the date of such Bankruptcy. The purchase and sale arrangements contemplated by the preceding sentences of this Section 3(a) are referred to herein as the "Repurchase." (b) Repurchase Price. The per share purchase price of the Shares subject to the Repurchase (the "Repurchase Price") shall be, subject to adjustment as provided above, (i) in the case of Shares which are Vested Shares as of the date of the event giving rise to the Repurchase, (x) the fair market value of such Vested Shares as of such date as determined by the Board if such event giving rise to the Repurchase is a Without Cause Termination Event or (y) the Per Share Purchase Price if such event giving rise to the Repurchase is a For Cause Termination Event, a Performance-Related Termination Event or a Bankruptcy, and (ii) in the case of Restricted Shares, the Per Share Purchase Price. The Repurchase Right with respect to Vested Shares shall terminate in accordance with Section 10(b). (c) Closing Procedure. The Company or its assigns shall effect the Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's assignee or assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Shares being purchased, provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below. View More
Found in Papa Murphy's Holdings, Inc. contract
Repurchase Right. (a) Repurchase. Upon the occurrence Following a termination of a Termination Event employment for any reason or the no reason (a "Termination Event") or Bankruptcy (as defined below) of the Grantee, Participant, the Company or its assigns shall have the right and option to repurchase all or any portion of the Shares purchased pursuant to the exercise of this Option and held by the Grantee Participant or any Permitted Transferee (as defined in the Company's 5 Amended and Restated Stockholders' Ag...reement dated as of June 11, 2012 among the date of such Termination Event or Bankruptcy. Company and the Stockholders party hereto). In addition, upon the Bankruptcy of any of 4 the Grantee's Participant's Permitted Transferees, the Company or its assigns shall have the right and option to repurchase all or any portion of the Shares held by such Permitted Transferee as of the date of such Bankruptcy. The purchase and sale arrangements contemplated by the preceding sentences of this Section 3(a) 5(a) are referred to herein as the "Repurchase." "Repurchase". "Bankruptcy" shall mean (i) the filing of a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Participant or any Permitted Transferee, or (ii) the Participant or any Permitted Transferee being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Participant's or the Permitted Transferee's assets, which involuntarily petition or assignment or attachment is not discharged within 60 days after its date, and (iii) the Participant or any Permitted Transferee being subject to a transfer of Shares by operation of law (including by divorce, even if not insolvent), except by reason of death. (b) Repurchase Price. The per share purchase price of the Shares subject to the Repurchase (the "Repurchase Price") shall be, subject to adjustment as provided above, (i) in be the case Fair Market Value of such Shares which are Vested Shares as on the date the Company provides notice of its exercise of the date of Repurchase pursuant to Section 5(c) below; provided that, if the event giving rise termination is due to the Repurchase, (x) the fair market value of such Vested Shares as of such date as determined by the Board if such event giving rise to the Repurchase is a Without Cause Termination Event or (y) the Per Share Purchase Price if such event giving rise to the Repurchase is a For Cause Termination Event, a Performance-Related Termination Event or a Bankruptcy, the Repurchase Price shall be the lesser of such Fair Market Value and (ii) in the case of Restricted Shares, amount paid by the Per Share Purchase Price. The Participant to purchase such Shares. Such Repurchase Right with respect to Vested Shares right shall terminate upon the closing of the Company's Initial Public Offering, as a result of which, shares of the Company (or successor entity) of the same class as the Shares are registered under Section 12 of the Exchange Act of 1934 and publicly traded on NASDAQ/NMS or any national security exchange; provided, however, that all other provisions shall remain in accordance with Section 10(b). effect following the same until the Option has become fully vested. (c) Closing Procedure. The Company or its assigns shall effect the Repurchase (if so elected) by delivering or mailing to the Grantee Participant (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, Bankruptcy or, if later, six (6) months after any exercise of the Option, specifying a Repurchase closing date within such six-month period in which thirty (30) days after expiration of the Repurchase shall be effected. applicable six (6) month period. Upon such notification, the Grantee Participant and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's assignee or assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee Participant or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Shares being purchased, purchased; provided, however, that the Company may pay the 6 Repurchase Price for such shares Shares by offsetting and canceling any indebtedness then owed by the Grantee Participant to the Company. At such time, the Grantee Participant and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase right specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, subject to Section 10(b) below. View More
Found in Papa Murphy's Holdings, Inc. contract
Repurchase Right. (a) Right of Repurchase. Upon the occurrence of a Termination Event or the Bankruptcy of the Grantee, the The Company or its assigns shall have the right and option (the "Repurchase Right") upon the occurrence of any of the events specified in Section 3(b) below (the "Repurchase Event") to repurchase from the Grantee (or any Permitted Transferee) some or all or any portion (as determined by the Company) of the Shares held by the Grantee (or any Permitted Transferee) at the price per share specif...ied below (the "Repurchase Price"). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such Repurchase Event or (ii) seven months after the Shares became vested (the "Repurchase Period"). The Repurchase Right shall be exercised by the Company by giving the Grantee or any Permitted Transferee as written notice on or before the last day of the date Repurchase Period of its intention to exercise the Repurchase Right, and, together with such Termination Event or Bankruptcy. In addition, upon notice, tendering to the Bankruptcy of any of 4 the Grantee's Permitted Transferees, the Company or its assigns shall have the right and option to repurchase all Grantee or any portion of the Shares held by such Permitted Transferee as of the date of such Bankruptcy. The purchase and sale arrangements contemplated by the preceding sentences of this Section 3(a) are referred to herein as the "Repurchase." (b) Repurchase Price. The per share purchase price of the Shares subject an amount equal to the Repurchase (the "Repurchase Price") shall be, subject to adjustment as provided above, (i) in Price for the case of Shares which are Vested Shares as of the date of the event giving rise to the Repurchase, (x) the fair market value of such Vested Shares as of such date as determined by the Board if such event giving rise to being repurchased. The Company may assign the Repurchase is a Without Cause Termination Event Right to one or (y) the Per Share Purchase Price if such event giving rise to the Repurchase is a For Cause Termination Event, a Performance-Related Termination Event or a Bankruptcy, and (ii) in the case of Restricted Shares, the Per Share Purchase Price. The Repurchase Right with respect to Vested Shares shall terminate in accordance with Section 10(b). (c) Closing Procedure. The Company or its assigns shall effect the Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. more Persons. Upon such notification, the Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, repurchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company's assignee or assignees. Upon the Company's or its assignee's receipt of the certificates from the Grantee or any Permitted Transferees, Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Shares being purchased, purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the The Repurchase Right with respect to Vested Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. terminate in accordance with Section 10(b). The Repurchase right specified herein Right with respect to Restricted Shares shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect, effect. (b) Company's Right to Exercise Repurchase Right. The Company shall have the Repurchase Right in the event of a Termination Event. (c) Repurchase Price. The Repurchase Price for any Issued Shares being repurchased hereunder shall be, subject to Section 10(b) below. adjustment as provided in the Plan (i) in the case of Shares which are Vested Shares as of the date of the Repurchase Event giving rise to the repurchase, the Fair Market Value of such Vested Shares as of such date as determined by the Board, and (ii) in the case of Restricted Shares, the Per Share Purchase Price. (d) Acceleration of Vesting Upon a Sale Event. Upon the occurrence of any Sale Event (as defined in the Plan), all of the then outstanding Restricted Shares shall immediately vest and become Vested Shares. (e) True-Up Payment. In the event that (i) the Company terminates the Grantee's employment without Cause and the Company repurchases the Grantee's Vested Shares for fair market value (the "Post-Termination Repurchase Price"); (ii) a Sale Event (as defined in the Plan) occurs within six months following such termination without Cause, and (iii) the Fair Market Value as of the date of the Sale Event exceeds the Post-Termination Repurchase Price, Grantee shall receive a payment equal to the excess of the Fair Market Value as of the Sale Event over the Post-Termination Repurchase Price. Such payment shall be made on or within 30 days following such Sale Event. View More
Found in Truck Hero, Inc. contract
View Variations (3)
Repurchase Right. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT. 11. Compliance with Laws and Regulations. (a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable re...gulations of any stock exchange on which the Common Stock may be listed for trading at the time of such exercise and issuance. (b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. View More
Found in Caribou Biosciences, Inc. contract
Repurchase Right. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION COMPANY AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT. 4 11. Compliance with Laws and Regulations. (a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation Company and Optionee with all applicable requirements of law relating thereto and with... all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. (b) The inability of the Corporation Company to obtain approval from any regulatory body having authority deemed by the Corporation Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, Company, however, shall use its best efforts to obtain all such approvals. View More
Found in Accolade, Inc. contract
Repurchase Right. ALL UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION COMPANY AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT. Exhibit A to Notice of Grant of Stock Option (Early Exercise) Page 5 11. Compliance with Laws and Regulations. (a) The exercise of this option Option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation Com...pany and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such exercise and issuance. (b) The inability of the Corporation Company to obtain approval from any regulatory body having authority deemed by the Corporation Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option Option shall relieve the Corporation Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, Company, however, shall use its best efforts to obtain all such approvals. View More
Found in MAVENIR SYSTEMS INC contract
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Repurchase Right. (a) Grant. The Corporation shall have the right (the "Repurchase Right") to repurchase, at the Repurchase Price, any or all of the Awarded Shares which are Unvested Shares at the time Participant's Service ceases. The Repurchase Right is intended as a vesting condition for all purposes. (b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Awarded Shares at any time within six (6) months after the date Participant ceases ...for any reason to remain in Service. The notice shall indicate the number of Unvested Shares to be repurchased, the Repurchase Price to be paid per share, and the date on which the repurchase is to be effected, such date to be not more than thirty days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the aggregate Repurchase Price for the Unvested Shares which are to be repurchased from Owner. (c) Termination of the Repurchase Right. The Repurchase Right shall terminate and cease to be exercisable with respect to any and all Awarded Shares in which Participant vests in accordance with the following Vesting Schedule. Participant must remain in continuous Service through each vesting date set forth below in order to vest in and have the Repurchase Right terminate with respect to any Awarded Shares. (i) Initial Public Offering. If an Initial Public Offering occurs anytime prior to the fifth (5th) anniversary of the date hereof, effective as of the 181st day following the Initial Public Offering, Participant shall vest or become vested in the 4 Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to those Awarded Shares, according to the following Vesting Schedule: Date % of Awarded SharesVesting , 20 33.33% , 20 33.33% , 20 33.34% Total 100% (ii) No Initial Public Offering. If an Initial Public Offering does not occur prior to the fifth (5th) anniversary of the date hereof, effective as of the fifth (5th) anniversary of the date hereof, Participant shall vest in 100% of the Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to 100% of the Awarded Shares. All Vested Shares shall, however, be subject to (A) the First Refusal Right, (B) the Market Stand-Off and (C) the transfer restrictions set forth in Section 2. (d) Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of securities subject to this Agreement. (e) Change in Control. (i) The Repurchase Right shall automatically terminate in its entirety, and all Unvested Shares shall become Vested Shares, immediately prior to the consummation of a Change in Control, except to the extent (A) the Repurchase Right is to be assigned to the successor entity (or its parent or affiliate) or is to be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (B) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow and released in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction. (ii) To the extent the Repurchase Right remains in effect following a Change in Control, such right shall apply to any new securities or other property (including any cash payments), if any, received in exchange for the Unvested Shares in consummation of the Change in Control. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity) and shall not be released from escrow until 5 Participant vests in such securities or other property in accordance with the Vesting Schedule. View More
Found in NeuroSigma, Inc. contract
Repurchase Right. (a) Grant. The Corporation shall have the right (the "Repurchase Right") to repurchase, at the Repurchase Price, any or all of the Awarded Purchased Shares which are Unvested Shares at the time Participant's Optionee's Service ceases. The Repurchase Right is intended as a vesting condition for all purposes. (b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each the Owner of the Awarded Purchased Shares at any time within six (6) months... after the date Participant Optionee ceases for any reason to remain in Service. The notice shall indicate the number of Unvested Shares to be repurchased, the Repurchase Price to be paid per share, for such shares, and the date on which the repurchase is to be effected, such date to be not more than thirty ‘thirty days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the aggregate Repurchase Price for the Unvested Shares which are to be repurchased from Owner. (c) Termination of the Repurchase Right. The Repurchase Right shall terminate and cease to be exercisable with respect to any as and when the Purchased Shares become Vested Shares. However, all Awarded Shares in which Participant vests in accordance with the following Vesting Schedule. Participant must remain in continuous Service through each vesting date set forth below in order to vest in and have the Repurchase Right terminate with respect to any Awarded Shares. (i) Initial Public Offering. If an Initial Public Offering occurs anytime prior to the fifth (5th) anniversary of the date hereof, effective as of the 181st day following the Initial Public Offering, Participant shall vest or become vested in the 4 Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to those Awarded Shares, according to the following Vesting Schedule: Date % of Awarded SharesVesting , 20 33.33% , 20 33.33% , 20 33.34% Total 100% (ii) No Initial Public Offering. If an Initial Public Offering does not occur prior to the fifth (5th) anniversary of the date hereof, effective as of the fifth (5th) anniversary of the date hereof, Participant shall vest in 100% of the Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to 100% of the Awarded Shares. All Vested Shares shall, however, shall be subject to (A) (i) the First Refusal Right, (B) (ii) the Market Stand-Off Stand Off and (C) (iii) the transfer restrictions set forth in Section 2. (d) Aggregate Vesting Limitation. If the Option is exercised in more than one increment so that Optionee is a party to other Stock Purchase Agreements (the "Prior Purchase Agreements") which are executed prior to the date of this Agreement, then the total number of Purchased Shares as to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares in which Optionee would otherwise at the time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Agreement. (e) Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of securities subject to this Agreement. (e) In addition, for purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate Exercise Price shall remain the same. 4 (f) Change in Control. (i) The Repurchase Right shall automatically terminate in its entirety, and all Unvested Shares shall become Vested Shares, immediately prior to the consummation of a Change in Control, except to the extent (A) the Repurchase Right is to be assigned to the successor entity (or its parent or affiliate) parent) or is to be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (B) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow and released in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction. (ii) To the extent the Repurchase Right remains in effect following a Change in Control, such right shall apply to any new securities or other property (including any cash payments), if any, received in exchange for the Unvested Shares in consummation of the Change in Control. For purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price to reflect the effect (if any) of the Change in Control upon the Corporation's capital structure; provided, however, that the aggregate Exercise Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity) and shall not be released from escrow until 5 Participant Optionee vests in such securities or other property in accordance with the Vesting Schedule. View More
Found in NeuroSigma, Inc. contract
Repurchase Right. (a) Grant. The Corporation Company shall have the right (the "Repurchase Right") to repurchase, at the Repurchase Price, any or all of the Awarded Purchased Shares which are Unvested Shares at the time Participant's Optionee ceases to provide Service ceases. The Repurchase Right is intended as a vesting condition for all purposes. to the Company. (b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Awarded Unvested Share...s at any time within six (6) months after during the 90 day period following the date Participant Optionee ceases for any reason to remain in Service. provide Service to the Company or (if later) during the 90 day period following the execution date of this Agreement. The notice shall indicate the number of Unvested Shares to be repurchased, the Repurchase Price to be paid per share, paid, and the date on which the repurchase is to be effected, such date to be not more than thirty 90 days after following the execution date of such notice. this Agreement. The stock certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation Company on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation Company shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the aggregate Repurchase Price for the Unvested Shares which are to be repurchased from Owner. (c) Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 9(b). In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any as and all Awarded when the Purchased Shares in which Participant vests in accordance with the following Vesting Schedule. Participant must remain in continuous Service through each vesting date set forth below in order to vest in and have the Repurchase Right terminate with respect to any Awarded Shares. (i) Initial Public Offering. If an Initial Public Offering occurs anytime prior to the fifth (5th) anniversary of the date hereof, effective as of the 181st day following the Initial Public Offering, Participant shall vest or become vested in the 4 Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to those Awarded Shares, according to the following Vesting Schedule: Date % of Awarded SharesVesting , 20 33.33% , 20 33.33% , 20 33.34% Total 100% (ii) No Initial Public Offering. If an Initial Public Offering does not occur prior to the fifth (5th) anniversary of the date hereof, effective as of the fifth (5th) anniversary of the date hereof, Participant shall vest in 100% of the Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to 100% of the Awarded Vested Shares. All Vested Shares shall, however, continue to be subject to (A) (i) the First Refusal Right, (B) (ii) the Market Stand-Off Stand Off and (C) (iii) the transfer restrictions set forth in Section 2. Sections 7 and 8. (d) Aggregate Vesting Limitation. If the Option is exercised in more than one increment so that Optionee is a party to other stock purchase agreements (the "Prior Purchase Agreements") which are executed prior to the date of this Agreement, then the total number of Purchased Shares as to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares in which Optionee would otherwise at the time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Agreement. (e) Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of securities Unvested Shares subject to this Agreement. (e) In addition, for purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price in order to reflect the effect of any such 5 Recapitalization upon the Company's capital structure; provided, however, that the aggregate Exercise Price shall remain the same. (f) Change in of Control. (i) The Repurchase Right shall automatically terminate in its entirety, and all Unvested Shares shall become Vested Shares, immediately prior to upon the consummation of a Change in Control, except to the extent (A) the Repurchase Right is to be assigned to the successor entity (or its parent or affiliate) or is to be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (B) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow and released in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms Article Two, Section III of the Change Plan, or as otherwise set forth in Control transaction. the Grant Notice. (ii) To the extent the Repurchase Right remains in effect following a Change in of Control, such right shall apply to any new securities or other property (including any cash payments), if any, payments) received in exchange for the Unvested Shares in consummation of the Change in of Control. For purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price to reflect the effect (if any) of the Change of Control upon the Company's capital structure; provided, however, that the aggregate Exercise Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in of Control shall be immediately deposited in escrow with the Corporation Company (or the successor entity) and shall not be released from escrow until 5 Participant Optionee vests in such securities or other property in accordance with the Vesting Schedule. View More
Found in Conformis Inc contract
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Repurchase Right. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.
Found in Vivos Therapeutics, Inc. contract
Repurchase Right. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION COMPANY AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE STOCK REPURCHASE AGREEMENT.
Found in Apollo Endosurgery, Inc. contract
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