Common use of Additional Liquidity Rights Clause in Contracts

Additional Liquidity Rights. (a) In the event that the Company has not, by the fifth (5th) anniversary of the date hereof, consummated an IPO, then, subject to compliance with the Companies Act, the Company will annually make a tender offer to purchase in the first quarter of each annual period, on a pro rata basis among all holders of Common Shares, up to 20% of the then outstanding Common Shares for a price equal to book value per Common Share (as of the end of the fiscal quarter immediately preceding the commencement of the tender offer) until an IPO or a Sale Transaction is consummated. Notwithstanding the foregoing, the Company will not be required to make any such repurchases (x) if the Board determines that such repurchases will have a negative effect on any of the Company’s then outstanding ratings, (y) unless all necessary regulatory authorities have approved the repurchases (and the Company shall use commercially reasonable efforts to obtain any such approvals), and (z) unless the Board determines that after giving effect to the repurchases, the Company has sufficient capital to conduct its business. (b) If an initial registered public offering of the Preference Shares in the United States or a listing of the Preference Shares on a United States national securities exchange has not been consummated by the fifth (5th) anniversary of the date of the Preference Shareholders Agreement, the Preference Shareholders Agreement will obligate the Company, subject to compliance with the Companies Act, to annually make a tender offer to repurchase up to 20% of the then outstanding Preference Shares for a price equal to book value per Preference Share on substantially the same terms as set forth above with respect to the Common Shares. In the event that the Board determines that less than 20% of the Common Shares and Preference Shares may be repurchased, any such reduced percentage of Common Shares and Preference Shares shall be repurchased on a pro rata basis.

Additional Liquidity Rights. Each Investor with a representative on the Board shall cause such representative to take all steps necessary to cause the Board to maintain a committee of the Board (athe "Committee") In consisting of a representative of the event that Board designated by Vanguard (as long as Vanguard or Affiliate thereof owns not less than fifty percent (50%) of the Company has not, by the fifth (5th) anniversary shares of Series C Preferred Stock it holds as of the date hereofhereof (or an equivalent amount of Common Stock issued upon conversion thereof)), consummated a Series F Director (but only so long as the holders of Series F-1 Preferred stock shall be entitled to elect the Series F Directors pursuant to subsection V.B.6(b) of the Restated Certificate), which shall be the Electra Director, if any, a representative of the Board designated by the other outside investors and a representative of the Company's Executive Management. (If Vanguard shall at any time fail the ownership requirements set forth in the preceding sentence, the Board at its sole discretion may elect to the Committee a representative of the Board not designated by Vanguard.) The Committee shall, from time to time at the request of any member, consult with an investment banking firm of recognized national standing that is unaffiliated with the Committee members. The Committee shall request such investment banking firm to thereafter make a formal presentation to the Committee as to the commercial reasonableness of proceeding with an initial public offering of the Company's Common Stock ("IPO") in light of then prevailing market conditions and the condition and performance of the Company. Based on the recommendation of such investment banking firm, the Committee shall make a recommendation to the full Board about proceeding with an IPO. If the Board approves proceeding with an IPO, thenthe Company shall, subject to compliance with the Companies Act, the Company will annually make a tender offer to purchase in the first quarter of each annual period, on a pro rata basis among all holders of Common Shares, up to 20% rights of the then outstanding Common Shares for a price equal to book value per Common Share (as of Series F Holders under the end of the fiscal quarter immediately preceding the commencement of the tender offer) until an IPO or a Sale Transaction is consummated. Notwithstanding the foregoingSeries F Registration Rights Agreement, the Company will not be required to make any such repurchases (x) if the Board determines that such repurchases will have a negative effect on any of the Company’s then outstanding ratings, (y) unless all necessary regulatory authorities have approved the repurchases (and the Company shall use commercially reasonable efforts to obtain any proceed with an IPO unless three directors vote to oppose proceeding with the IPO. In such approvals), and (z) unless the Board determines that after giving effect to the repurchasesevent, the Company has sufficient capital shall submit to conduct its business. (b) If binding arbitration to be completed within 30 days whether it is commercially feasible to proceed with an initial registered public offering IPO. Such arbitration shall be conducted in accordance with the procedures set forth in Section 8.3 of the Preference Shares in Reorganization Agreement. The arbitrators shall be representatives of nationally known investment banking firms unaffiliated with the United States or Company. Upon a listing finding of commercial feasibility, the Company shall, subject to the rights of the Preference Shares on a United States Series F Holders under the Series F Registration Rights Agreement, use commercially reasonable efforts to proceed with an IPO. If no IPO occurs by December 31, 1996, the Committee shall then explore in good faith other means to provide liquidity for all outside investors. The Committee shall again consult with an investment banking firm of recognized national securities exchange has not been consummated by the fifth (5th) anniversary standing that is unaffiliated with any of the date Committee members and request such investment banking firm to submit a written report to the Committee regarding liquidity alternatives, including the sale of the Preference Shareholders Agreement, the Preference Shareholders Agreement will obligate the Company, subject to compliance with the Companies Act, to annually make a tender offer to repurchase up to 20% of the then outstanding Preference Shares for a price equal to book value per Preference Share on substantially the same terms as set forth above with respect to the Common Shares. In the event that the Board determines that less than 20% of the Common Shares Company's stock by all electing investors and Preference Shares may be repurchased, any such reduced percentage of Common Shares and Preference Shares shall be repurchased on a pro rata basisother commercially feasible liquidity strategies.

Additional Liquidity Rights. (a) In the event that the Company has not, by the fifth (5th) anniversary of the date hereof, consummated an IPO, then, subject to compliance with the Companies Act, the Company will annually make a tender offer to purchase in the first quarter of each annual period, on a pro rata basis among all holders of Common Preference Shares, up to 20% of the then outstanding Common Preference Shares for a price equal to book value per Common Preference Share (as of the end of the fiscal quarter immediately preceding the commencement of the tender offer) until an IPO or a Sale Transaction is consummated. Notwithstanding the foregoing, the Company will not be required to make any such repurchases (x) if the Board determines that such repurchases will have a negative effect on any of the Company’s then outstanding ratings, (y) unless all necessary regulatory authorities have approved the repurchases (and the Company shall use commercially reasonable efforts to obtain any such approvals), and (z) unless the Board determines that after giving effect to the repurchases, the Company has sufficient capital to conduct its business. (b) If an initial registered public offering of the Preference Common Shares in the United States or a listing of the Preference Common Shares on a United States national securities exchange has not been consummated by the fifth (5th) anniversary of the date of the Preference Common Shareholders Agreement, the Preference Common Shareholders Agreement will obligate the Company, subject to compliance with the Companies Act, to annually make a tender offer to repurchase up to 20% of the then outstanding Preference Common Shares for a price equal to book value per Preference Common Share on substantially the same terms as set forth above with respect to the Common Preference Shares. In the event that the Board determines that less than 20% of the Common Preference Shares and Preference Common Shares may be repurchased, any such reduced percentage of Common Preference Shares and Preference Common Shares shall be repurchased on a pro rata basis.