Question for the Legal FBG's (1 Viewer)

[Judge Smails]

So I left a company. Signed a promissory note to buy shares. 1/2 of those shares vested. They retained the right for the company or sponsor to repurchase vested shares. 90 days for each window to notify, 180 days total. I'm 4 months past that, never received a notification. I then get a note saying blah blah blah unvested shares forfeited, vested shares are being bought back at what I got them for, so bottom line I owe them the interest on the promissory note.

My question is around what "tolled" means in the next provision.

"Notwithstanding anything in the contrary contained herein, all repurchases of vested securities by the company will be tolled by all applicable restrictions contained in the corporation law of the Company's jurisdiction of incorporation and in the Company's and it's Subsidiaries' debt financing or other material agreements."

2 questions

1) does "tolled" reference only pertain to the actual repurchasing of shares (they did switch banks and debt financing), or does it also relieve them of notifying me of their intent within the above windows? My argument is be they did not notify me of intent so I have the right to keep the shares

2) If there is a promissory note, am I out the entire amount even though only a certain amount of shares vested and are eligible to be repurchased?

I'll likely take this to counsel, but thought I'd get your take as well

 

[Ramsay Hunt Experience]

These types of questions are pretty much impossible to answer without reading the entire contract, particularly as you're just paraphrasing the notice requirement.

 

[Judge Smails]

These types of questions are pretty much impossible to answer without reading the entire contract, particularly as you're just paraphrasing the notice requirement.

understood. Was just looking on a general thought on "tolled" applying to notice or actual repurchase typically.