Common use of Certain Repurchases Clause in Contracts

Certain Repurchases. (a) The Company shall not itself, and shall not permit any Subsidiary to redeem, repurchase or otherwise acquire in any one transaction or series of related transactions any shares of Common Stock if the number of shares so repurchased, redeemed or otherwise acquired in such transaction or series of related transactions (excluding any Option Share Surrender) is more than either (x) 5.0% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions or (y) 1% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions if such transaction or series of related transactions is with any one person or group of affiliated persons, unless the Company or such Subsidiary offers to purchase for cash from the Holder at the time of such redemption, repurchase or acquisition the same percentage of the outstanding principal amount of this Note as the percentage of the number of outstanding shares of Common Stock to be so redeemed, repurchased or acquired at a purchase price equal to the greater of (i) the Premium Price on the date of purchase pursuant to this Section 3.1(a) and (ii) the Converted Market Price on the date of purchase pursuant to this Section 3.1(a); provided, however, that if in connection with any determination of the purchase price payable pursuant to this Section 3.1 the amount specified in clause (y) of the definition of the term Converted Market Price is greater than 200% of the Ceiling Price on the date as of which such amount is determined, then for purposes of computing the purchase price payable pursuant to this Section 3.1 in such instance, the amount otherwise specified in clause (y) of the definition of the term Converted Market Price shall be reduced by 20% of the amount by which (A) the amount otherwise specified in clause (y) of the definition of the term Converted Market Price exceeds (B) the Ceiling Price on the date as of which such amount is determined. (b) The Company shall not, and shall not permit any Subsidiary, directly or indirectly to repurchase, redeem or otherwise acquire any shares of its capital stock other than Common Stock other than repurchases or redemptions of the Company's Series A Preferred Stock or Series D Convertible Preferred Stock which are required to be made by the Company in accordance with the terms thereof as in effect on the Issuance Date or as proposed to be amended pursuant to the Amendment Agreement.

Certain Repurchases. (a) The Company shall not itself, and shall not permit any Subsidiary to redeem, repurchase or otherwise acquire require in any one transaction or series of related transactions any shares of Common Stock if the number of shares so repurchased, redeemed or otherwise acquired in such transaction or series of related transactions (excluding any Option Share Surrender) is more than either (x) 5.0% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions or (y) 1% of the number of shares of Common Stock outstanding immediately prior to such transaction or series of related transactions if such transaction or series of related transactions is with any one person or group of affiliated persons, unless the Company or such Subsidiary offers to purchase for cash from the Holder at the time of such redemption, repurchase or acquisition the same percentage of the outstanding principal amount of this Note as the percentage of the number of outstanding shares of Common Stock to be so redeemed, repurchased or acquired at a purchase price equal to the greater of (i) the Premium Price on the date of purchase pursuant to this Section 3.1(a3.1 (a) and (ii) the Converted Market Price on the date of purchase pursuant to this Section 3.1(a3.1 (a); provided, however, that if in connection with any determination of the purchase price payable pursuant to this Section 3.1 the amount specified in clause (y) of the definition of the term Converted Market Price is greater than 200% of the Ceiling Price on the date as of which such amount is determined, then for purposes of computing the purchase price payable pursuant to this Section 3.1 in such instance, the amount otherwise specified in clause (y) of the definition of the term Converted Market Price shall be reduced by 20% of the amount by which (A) the amount otherwise specified in clause (y) of the definition of the term Converted Market Price exceeds (B) the Ceiling Price on the date as of which such amount is determined. (b) The Company shall not, and shall not permit any Subsidiary, directly or indirectly to repurchase, redeem or otherwise acquire any shares of its capital stock other than Common Stock other than repurchases or redemptions of the Company's Series A Preferred Stock or Series D Convertible Preferred Stock which are required to be made by the Company in accordance with the terms thereof as in effect on the Issuance Date or as proposed to be amended pursuant to the Amendment Agreement.