Common use of Closing of the Repurchase Clause in Contracts

Closing of the Repurchase. Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the Company shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Board determines in its good faith discretion that the Company is not in a position to pay in cash any -5- 6 or all of the Repurchase Price for Executive Securities to be repurchased by it. The Company may pay, in the form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of a Qualified Sale of the Company or the fifth anniversary of the issuance of such promissory note. The purchasers of Executive Securities hereunder shall be entitled to receive customary representations and warranties from the sellers regarding good title to such shares, free and clear of any liens or encumbrances.

Closing of the Repurchase. Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the Company shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the The closing of the transactionpurchase of the Repurchased Assets by Seller Parent pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not be more than 30 days nor less than five sixty (60) days after the delivery of such noticethe Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) Seller Parent shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option Repurchased Assets by delivery of a check or wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the aggregate amount of event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase Price for such securitiesor (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that in the event the Board determines in its good faith discretion that the Company is not in a position to pay in cash any -5- 6 or all of the Repurchase Price for Executive Securities to be repurchased by it. The Company may pay, in the form of a promissory note, a portion of the Repurchase Price for such securities equal to (x1) the aggregate Repurchase Price for the Executive Securities to be repurchased minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of a Qualified Sale of the Company or the fifth anniversary of the issuance of such promissory note. The purchasers of Executive Securities hereunder Seller Parent shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to such sharesthe Repurchased Assets, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any liens Transferred Business Employees who do not transfer to Seller Parent or encumbrancesits Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchase.

Closing of the Repurchase. Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the Company shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Board determines in its good faith discretion that the Company is not in a position to pay in cash any -5- 6 or all of the Repurchase Price for Executive Securities to be repurchased by it. The Company may pay, in the form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of a Qualified Sale of the Company or the fifth anniversary of the issuance of such promissory note. The purchasers of Executive Securities hereunder shall be entitled to receive customary representations and warranties from the sellers regarding good title to such shares, free and clear of any liens or encumbrances.